Professional Documents
Culture Documents
Sanghi Industries LTD Annual Report 2020 21
Sanghi Industries LTD Annual Report 2020 21
Vision
“To be the business leader, delivering superior value to all our stakeholders”
Mission
“Achieve profitable growth and customer delight through innovation, operational excellence, leadership
and teamwork to add value for all stakeholders and society.”
Contents
Particulars Page No.
Board of Directors
Email : companysecretary@sanghicement.com
Website : www.sanghicement.com
CIN : L18209TG1985PLC005581
DIRECTORS’ REPORT
To
The Members of
Sanghi Industries Limited
Your Directors take pleasure in presenting the 34th Annual Report together with the audited financial statements
for the year ended 31st March, 2021.
Financial Performance: (J in Crore)
Dividend
In order to conserve the resources, your Directors do not recommend any dividend for the year under review.
Dividend Distribution Policy
Securities and Exchange Board of India (‘SEBI’) vide its notification dated 5th May, 2021, amended SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and notified SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2021, making changes in Regulation 43A which requires
the top 1000 listed companies (based on the market capitalization calculated as on 31 st March of every
year) to formulate a Dividend Distribution Policy and disclose the same on their websites and a web-link to
be provided in the Annual Reports of the Company.
The Company falls under the list of top 1000 listed companies as per the market capitalization as on 31st
March, 2021, the company has already formulated the Dividend Distribution Policy which is in due compliance
of the requirements of amended Regulation 43A and it is uploaded on the Company’s website at http://
www.sanghicement.com/policies
Operations and Performance of the Company
During the year ended 31st March, 2021, the total revenue was J 948.17 Crores against J 900.01 Crores in the
previous year. The Profit Before Tax for the year has been J 112.57 Crores against J 65.36 Crores in previous
year. The Profit After Tax for the year has been J 78.17 Crores against J 65.36 Crores in previous year. The
Total Comprehensive Income for the year is J 78.37 Crores, against J 65.01 Crores in previous year.
The results are analysed at length in Management Discussion and Analysis report.
Issue of Non-Convertible Debentures (NCDs) on Private Placement Basis and Early Redemption of
existing NCDs
During the year under review, Company has issued 3050 Listed, Rated, Secured, Redeemable, Non-Convertible
Debentures (“NCDs”) of face value of J10,00,000/- each aggregating to J3,05,00,00,000/- (Rupees Three Hundred
Five Crores Only) on Private Placement basis listed on ‘Wholesale Debt Market’ segment of BSE Limited.
The proceeds of above NCDs have been utilized for early redemption of 2560 Secured, Listed, Rated,
Redeemable, Non-Convertible Debentures of J10,00,000/- each aggregating to J 2,56,00,00,000 (Rupees Two
Hundred Fifty Six Crores Only) which were issued in the month of March 2018 having ISIN INE999B07028.
Consequent to above, as on 31.03.2021 the outstanding Non Convertible Debentures of the Company is J
305 Crore which were issued on 23rd February 2021 having ISIN INE999B07036.
Impact of COVID-19
The World Health Organization (WHO) has declared the COVID-19 outbreak as pandemic as on 11th March
2020. The company has immediately given utmost priority to ensure the health and wellbeing of all employees.
The Company has created awareness amongst the employees for thermal scanning, sanitization, hygiene,
wearing marks and observing social distancing norms and immediately started following it rigorously.
In March -2020, COVID-19 pandemic developed rapidly into a global crisis forcing governments to enforce
lock down of all economic activity. All the operations were disrupted since last week of March, 2020 and
the company could partially resume the manufacturing operations at plant at Sanghipuram, Kutch from Mid
April, 2020 after obtaining the necessary approval from Government .
The activity remained subdued till September 2020 and thereafter, company witnessed a growth in demand
and production. The company also undertook proactive measures to face the second wave of Covid 19
from March 2021 onwards. The company has encouraged its employees to take vaccination as per the
eligibility criteria stipulated by State Governments.
The Company has complied with all guidelines and advisories issued by Govt. of Gujarat as well as Ministry
of Health Affairs, Govt. of India. The Company has been taking series of measures in view of the COVID-19
pandemic to ensure safety and health of all our employees and to ensure compliance with various directives
being issued by Central/State/local authorities.
Management believes that impact is likely to be short term in nature. The management does not see any
medium to long term risks in the company’s ability to meet the its liabilities as and when fall due.
The first quarter of the financial year had witnessed a temporary economic slowdown on account of lockdown
enforced to fight against COVID-19 pandemic. However, the government’s mega push on affordable housing
and infrastructure has widened the opportunity horizon for real estate industry. The spread of the virus and
lockdown only reinforced our conviction that for businesses to sustain through such uncertain condition, a
strategic clarity is primary. We have adapted ourselves in a manner that we would resist a sharp downside in
revenues, profits and margins during this downtrend but recover faster when conditions revive.
With the continuous support of employees and stakeholders, your Company was able to stand strong in this
unprecedented times. In fact, company’s turnover has increased in every quarter after completion of
lockdown. This has rejuvenated the faith and confidence of management to operate more effectively.
Covid Isolation Center
Recently, as to offer support for patients suffering in Second Wave of Covid-19 pandemic, in the month of
May-2021, the Company has set up a 100 bed “Covid Isolation Centre” including 30 Oxygen Beds in Nalia,
Tal. Abdasa, Kutch, Gujarat in association with Shree Merchants Association, Nalia to help the people
suffering from Covid-19 from neighboring areas, Kutch, Gujarat. Now, the citizens from rural areas are able
to avail of the quarantine facility along with immediate treatment and nutrition support in Nalia and need
not to rush to Bhuj City.
Status of Expansion
The company’s expansion project at Sanghi Puram, Kutch consisting of 3.3 MTPA Clinker Unit, 68 MW Thermal
Power Plant and 2 MTPA cement Grinding Capacity is completed and production is gradually ramping up.
The demand and performance outlook for cement industry is very positive and your company will be able
to participate in this growing demand with additional production from new capacity.
Change in Nature of Business
There are no material changes in the nature of business during the year under review.
Material changes and commitments affecting the financial position of the Company
There have been no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year of the Company and the date of this report.
34th Annual Report 2020-21 4
Sanghi Industries Limited
Vigil Mechanism
In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and the rules made
thereunder read with the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, your company has established a vigil mechanism termed as Whistle Blower Policy for Directors and
employees to report the unethical behavior, malpractices, wrongful conduct, frauds, violations of the
Company's code of Conduct, which also provides for adequate safeguards against victimization of director(s)
/ employees who avail of the mechanism and also provide for direct access to the Whistle officer / Chairman
of the Audit Committee.
The Whistle Blower Policy is made available on the website of the Company http://www.sanghicement.com/
policies
During the year under review the Company has not received any complaint under vigil mechanism established.
Policy on prevention, prohibition and redressal of sexual harassment at workplace
Company has framed a policy on Sexual Harassment at workplace which aims to provide protection to
women employees at workplace and prevent and redress complaints of sexual harassment and for matters
connected therewith or incidental thereto, with the objective of providing a safe working environment,
where employees feel secure.
The Company has not received any complaint under the Sexual Harassment of women at Workplace during
the financial year under review.
Insurance
The properties and assets of the Company are adequately insured.
Auditors
Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/
s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration Number: 101720W/W100355), Mumbai
and M/s. S. K. Mehta & Co., Chartered Accountants (Firm Registration Number: 000478N) Delhi, were appointed
as Joint Statutory Auditors of the Company for the consecutive term of 5 years to hold office till the conclusion
of 35 th Annual General Meeting of the Company subject to ratification of appointment at every Annual
General Meeting at such remuneration as shall be fixed by Shri Ravi Sanghi, Chairman and Managing
Director of the Company in consultation with the Joint Statutory Auditors.
The Companies (Amendment) Act, 2017 has amended the provisions of section 139 of the Companies Act,
2013 by omitting the requirement of ratification of appointment of statutory auditors at every Annual General
Meeting. In view of the same, the members of the Company are not being approached for ratification of
appointment of Statutory Auditors.
The Auditors’ Report to the members for the year under review does not contain any qualifications or
reservations or adverse remarks.
Secretarial Auditors
M/s. Parikh Dave & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of
the Company for the financial year 2020-21 pursuant to the provisions of Section 204 of the Companies Act,
2013. The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as Annexure – III
to this report.
Cost Auditors
Your company is maintaining the cost records as prescribed by Central Government under Section 148(1)
of the Companies Act, 2013.
The Company has appointed M/s. N D Birla & Co., Cost Accountants, Ahmedabad, as cost auditor of the
Company for conducting audit of cost accounting records for the year 2021-22. Necessary resolution will be
placed at ensuing Annual General Meeting for getting approval of the members for ratification of payment
of remuneration to Cost Auditors for Financial Year 2021-22. The Audit report of the cost accounts of the
Company for the year ended 31st March, 2021 will be submitted to the Central Government in due course.
Audit Committee
The Audit Committee of the Company as on 31st March, 2021 consists of following Directors as its members:
1. Shri Sadashiv Sawrikar - Chairman
2. Shri D K Kambale - Member
3. Shri D B N Rao - Member
Internal Financial Control and their adequacy
The Company has adopted internal control system considering the nature of its business and the size and
complexity of operations. The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial disclosures etc. Systems and procedures are periodically
reviewed to keep pace with the growing size and complexity of your company's operations.
Contracts and Arrangements with Related Parties
All related party transactions that were entered into during the financial year 2020-21 were on arm’s length
basis. The Company has not entered into transactions with related parties falling under section 188 of the
Companies Act, 2013 hence reporting in Form AOC-2 as required under provisions of Section 134 read with
Section 188 of the Companies Act, 2013 and Rule 8 (2) of the Companies (Accounts) Rules, 2014 is not
applicable to the Company.
Necessary related party disclosures are provided in Note 34 which is forming the part of the notes to financial
statements.
The policy on Related Party Transactions has been uploaded on the website i.e. http://
www.sanghicement.com/policies
Particulars of Employees
The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure – IV to this
report.
The statement containing particulars of employees as required under section 197 of the Companies Act,
2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and
accounts are being sent to the members and others entitled thereto, excluding the information on employees
particulars which is available for inspection by members at the Registered office of the Company during
business hours on working days of the Company. If any member is interested in obtaining a copy thereof,
such member may write to the Company Secretary in this regard.
Corporate Social Responsibility
At Sanghi Industries Limited (SIL), the Corporate Social Responsibility (CSR) has been an integral part of our
business since inception. Right from the beginning, SIL has focused on developing the social infrastructure in
the surrounding area where most villages suffered from chronic ills like limited livelihood options, acute
scarcity of water, poor or no healthcare facilities, barren land and no set up for education.
SIL has always believed in transformation of socio-economic conditions of the region it operates in. The company
is conscious about the responsibility towards society and has proved itself as a responsible Corporate Citizen.
SIL enjoys the distinction of being one of the first cement companies in India to be awarded SA:8000:2008
i.e. Social Accountability Certificate for its plant for the last seven years (earlier SA:8000:2001). Social Accounting
is a process of ongoing monitoring, evaluation and accountability which helps an organization to measure
its performance against social, environmental and economic objectives and ensures that its working is in
accordance with its values.
This certification is a result of the sincere and untiring efforts put in by the management for fulfilling its
Corporate Social Responsibility in to over the last decade for
• Creating green revolution in the desert Kutch region by cultivating land for growing trees, fruits,
vegetables and flowers.
The company has implemented series of measures for environment and pollution control. Some of the
measures implemented during the year are:
• Enhancement in alternative fuel & raw material in manufacturing process
• Up-gradation of air pollution control systems like bag house and ESPs
• Real time monitoring of emission data through online continuous emission monitoring system
• Maintain 100% recycling of KPD in the process
• Enhancement of composite cement mix to enhance ash and slag utilization
• Regular carbon footprint analysis for greenhouse gas emission reduction
• Massive plantation in the entire complex
• Water audit has been carried out for optimization of water consumption in all the units
Conservation of Energy, Technology Absorption
(a) Conservation of energy
(i) the steps taken or impact on • Installation of turbo blowers for SLC firing
conservation of energy; • Process optimization in Clinker and Cement plant
• Optimization of compressors by arresting air leakages
• Optimization of fuel fineness, excess air & false air ingress
and flow in Clinker plant
• Installation of LED lights in place of conventional lights
• Replacement of scatter ring in the raw mill to increase the
mill output
• Utilization of liquid and solid alternative fuel in the Klin
• Reduction in electrical energy consumption in grinding
process
(ii) the steps taken by the company for • Provided advance feeding system for liquid & solid
utilizing alternate sources of energy; alternative fuel & raw material (AFR) system
• Obtained regular permission for co processing of different
types of hazardous & non-hazardous waste in twenty
categories under Hazardous & Other Waste (Management
& Trans-boundary Movement) Rules.
• Achieved 7% Thermal Substitution Rate (TSR) during the
year.
• Replacement of traditional fuel i.e. coal with liquid & solid
waste material generated from the chemical industries
• Utilization of Industrial waste such as Pond ash, Iron Sludge
& Iron oxide as raw material in clinker manufacturing
(i) the efforts made towards technology • The MIS Cell & Energy Steering Committee is working on
absorption; energy accounting and conservation program by handling
issues associated with it.
• The Company strives to implement latest technologies for
energy efficiency, alternative resources & minimize adverse
impact on environment.
(ii) the benefits derived like product Product improvement, cost reduction, product development &
improvement, cost reduction, import substitution
product development or import
substitution.
(iii) in case of imported technology
(imported during the last three years State of the art technology
reckoned from the beginning of the
financial year:-
a) the details of technology NA
imported;
b) the year of import; NA
c) whether the technology been NA
fully absorbed;
d) if not fully absorbed, areas NA
where absorption has not taken
place, and the reasons thereof;
(c) Research and Development
(i) Specific areas in which R&D carried • Improvement in existing production process(s)
out by the Company • Energy conservation.
• Pollution Control
• Alternative Fuel and Raw Material
• Water conservation
(ii) Benefits derived as result of the • Clinker quality improvement by raw mix optimization.
above R&D • Enhancement in TSR (Thermal Substitution Rate) by utilizing
of liquid & solid alternate fuel.
• Enhance fly ash addition in PPC
• Improvement in refractory lining practices by deploying
two brick lining machine and achieved kiln lining work 18
mtr/day.
• Reduction in specific clay consumption.
• Improvement in clinker factor by adding high ash coal.
• Mineral Gypsum replaced by Chemical Gypsum after
successful trails.
• Reduction in specific water consumption.
• Development of rain water harvesting reservoir.
(iii) Future Plan of Action • Increase addition of fly ash in PPC production
• Replacement of Pond Ash by using waste material of Iron
Industries i.e. iron sludge & iron oxide in Raw Mix
• Reduction in clinker factor in PPC by 1%
• Up-gradation of clinker feeding circuit
• Installation of blasters at gypsum hoppers
• Implementation of heating pads at HRP bag filter hoppers
(iv) Expenditure on R&D During the year under review, the Company has incurred
J 123 Lakhs towards R & D Expenditure charged to revenue.
The demand for cement can be classified into four segments, namely housing (55-60 per cent), infrastructure
(20-25 per cent), commercial construction (5-10 per cent) and industrial segments (10-15 per cent).
During FY21, the whole world was under grip of pandemic and as a result the construction activity across
these segments was severely hampered. The Indian cement industry saw a degrowth (production) of 11.9%
in FY-21 compared to a degrowth of 0.8% in FY-20. The cement production was 294.47 million tonne in FY-
21 against 334.37 million tonne in FY-20.
On the other hand, the second half of FY21 witnessed amongst the highest monthly cement sales in the
industry. India has a potential for development in the infrastructure and construction sector and the cement
sector is expected to largely benefit from it. Our Government’s continued focus on nation-wide infrastructure
growth and various affordable housing projects, amongst other initiatives including smart cities, are expected
to support demand for cement.
Highlights on End-User Industries
Real Estate
The real estate sector is one of the most globally recognized sectors.
The Government’s Pradhan Mantri Awas Yojana (PMAY) scheme is to provide affordable housing to
economically weaker sections and low income group people through financial assistance and its objective
is “Housing for All”. The Union Budget of 2021 has made an allocation of J27500 crore for PMAY.
The houses completed under PMAY scheme in rural areas increased in FY-21 inspite of COVID pandemic,
compared to FY-20, since rural areas were less impacted from COVID compared to urban areas.
Maharashtra and Gujarat were amongst the leading states which were contributors to completed construction
of houses, houses approved and beginning of new constructions during FY-21
The construction activity gained momentum from third quarter of FY-21. The key factors were pent up
demand of Lockdown period, availability of labour after receding cases of Covid and overall good monsoon
also yielded income for the agricultural based areas.
Infrastructure
Infrastructure sector is a key driver for the Indian economy. The sector is highly responsible for propelling
India’s overall development and enjoys intense focus from Government for initiating policies that would
ensure time-bound creation of world class infrastructure in the country. Infrastructure sector includes power,
bridges, dams, roads and urban infrastructure development.
Our Government has been increasing the budget allocation for infrastructure development year-on-year.
• In Union Budget 2021, the government allocated J60,241 crore for road work and J57,350 crore for
National Highways.
• The National Infrastructure Pipeline (NIP), which was launched with 6,835 projects, has now expanded
to 7,400 projects, with 217 projects worth J 1.10 trillion completed.
• Three new dedicated freight corridors (East-Coast Corridor, East-West Sub Corridor and North-South
Corridor) are expected to see investments of about J 2.17 lakh crore.
• The Government has achieved record construction of highways at 13,298 km in 2020-21, inspite of
Covid pandemic. This indicates a construction speed of around 37 km per day. A target of over 40
km a day has now been set. This includes construction of 8,169 km of national highways (NHs) from
April 2020 to January 2021 during FY-21, at a speed of around 28.16 km per day. During the same
period in the last fiscal year, 7,573 km of roads were constructed with a speed of 26.11 km per day.
• The Gujarat Government has presented a J 2.27 lakh crore budget for the year 2021-2022, with major
allocations to urban development, ports, water infrastructure, health infrastructure, and the Ahmedabad-
Mumbai bullet train project. This is the state's largest budget so far.
Performance of the Company
1. International Accreditations
Your company is amongst the very few corporates in India and certainly one of the first cement plants
in India to receive the following International accreditations.
1. ISO 9001:2015 (Quality Management System Standard)
2. ISO 14001:2015 (Environmental Management System Standard)
3. OHSAS 18001:2007 (Occupational Health & Safety Management System Standard) has been
replaced with new standard ISO 45001 (Occupational Health & Safety Management System)
4. ISO/ IEC 17025:2017 (NABL accreditation for Chemical and Mechanical Testing)
Due to COVID-19 pandemic, program of Mines Safety Week & Environment Week was not organised
during FY-21.
2. Sales
The Company’s average realization per bag of domestic cement was almost same in FY-21 over FY-
20, marginal dip by 1% due to COVID pandemic
The Company had reduced its operations during first half of the FY21, being very active phase of
COVID in 2020. The cement industry and our Company recovered in second half of FY21. Nearly
2/3rd of total volume sold was in the second half of FY21. For year as a whole, the Company’s sales
volume improved by 9% during FY-21.
34th Annual Report 2020-21 14
Sanghi Industries Limited
Sales Volume
Product FY-21 FY-20 Increase / - Decrease
(lac mt) (lac mt) (based on full figures)
Cement 19.89 18.85 6%
Clinker 1.58 0.07 2028%
RMC (M3) @ 0.06 0.77 -92%
Total 21.53 19.69 9%
@ Company has sold its RMC plants, which comprised insignificant revenue mix, as it intends to
focus on its core business, cement.
Sales (J Crore)
Realisations
There was marginal dip of about 1% in price realization for domestic cement compared to FY20.
3. Costs
The major cost analysis for FY-21 over FY-20 is given below.
• The raw material cost per tonne of sale reduced by 43% in FY-21 over FY-20. In FY-20, due to
production constraints, the Company’s clinker purchase was significant in the total raw material
cost.
• Power and fuel cost per tonne of sale increased by 2% in FY-21. The Company is importing coal
at its own port with minimal inward freight. By blending higher quality coal with lignite, Company
is able to achieve improved consistency in production and better quality of clinker.
• Selling and distribution cost per tonne of sale has reduced by 9% in FY-21 due to savings in per
tonne average logistic cost.
• The other operating expenditure reduced by 27%. The administrative expenditure has reduced
mainly because of decrease in repairs and maintenance cost by around 50%.
4. Profits and Margins
The Company has earned Profit before Depreciation, Interest and Tax (PBDIT) of J249.45 crore in FY-
21 against J205.39 crore in FY-20, an increase by 21%.
The PBDIT margin to Net Income was 26.3% for FY-21 and 22.8% for FY-20.
The profit before tax increased by 72% in FY-21 to J112.56 crore over FY-20 amount of J65.35 crore and
profit after tax was J78.17 crore and J65.35 crore respectively for FY-21 and FY-20.
The Company has exercised option under S.115BAA of Income Tax Act, 1961. As per the provisions
applicable therein, the MAT credit will not be available for future set off and therefore, the balance
under MAT credit of J27.53 crore has been written off in the quarter ended 31st March 2021 in the Profit
and Loss statement. This is a one-time impact.
Further, Company has made Deferred Tax provision of J6.86 crore during FY-21.
15 34th Annual Report 2020-21
Sanghi Industries Limited
Annexure I
REPORT ON CORPORATE GOVERNANCE
1. A brief statement on the Company’s philosophy on Code of Governance
The Company defines Corporate Governance as a systematic process by which companies are
directed and controlled to enhance their wealth generating capacity. The Corporate Governance
initiative is based on two core principles. They are (i) Management must have the executive freedom
to drive the enterprise forward without operational constraints; and (ii) this freedom of management
should be exercised within a framework of effective accountability.
The Company believes that any meaningful policy on Corporate Governance must provide
empowerment to the executive management of the Company, and simultaneously create a mechanism
of checks and balances which ensures that the decision making powers vested in the executive
management are used with care and responsibility to meet stakeholders’ aspirations and society’s
expectations.
From the above definition and core principles of Corporate Governance emerges the cornerstone of
the company’s governance philosophy, namely trusteeship, empowerment and accountability,
transparency, control and ethical corporate citizenship. The Company believes that the practice of
each of these leads to the creation of the right culture in which the Company is managed in a manner
that fulfills the purpose of Corporate Governance.
2. Board of Directors
The Board of Directors consists of professionals drawn from diverse fields having varied experience. Shri
Ravi Sanghi is the Chairman and Managing Director of the Company, who conducts the day-to-day
management of the Company, subject to the supervision and control of the Board of Directors. The
Composition of the Board is in conformity with the Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Composition and category of Directors as on 31st March, 2021 is as under:
Sl. No. Category Name of Director
I. Executive Directors Shri Ravi Sanghi – Chairman and Managing Director (Promoter)
Shri Aditya Sanghi – Whole Time Director (Promoter)
Shri Alok Sanghi – Whole Time Director (Promoter)
Smt. Bina Engineer – Whole Time Director
Shri N. B. Gohil – Whole Time Director
II. Non-Executive Shri Sadashiv Sawrikar
(Independent Directors) Shri D. B. N. Rao
Shri D. K. Kambale
Shri M. K. Doogar*
Shri S. Balasubramanian
Ms. Raina Desai
* Due to his sad demise, ceased to be an Independent Director w.e.f. 4th May, 2021.
In terms of the Company’s Corporate Governance policy, all statutory and other significant and
material information are placed before the Board to enable it to discharge its responsibilities of strategic
supervision of the Company as trustees of the shareholders.
During the year 2020-21, four (4) Board Meetings were held on 24th June, 2020, 11th August, 2020,
10th November, 2020 and 29th January, 2021. The Company has observed the provisions of Regulation
17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by conducting the Board
Meetings within maximum time allowed between the two Board Meetings.
Due to COVID-19 pandemic, all the meetings of Board of Directors were held in Virtual mode through
Video Conference / Other Audio Visual Means.
The details of record of attendance of Directors at Board Meetings and last AGM and Directorships of
Public Limited Companies and Membership/Chairmanship of Board Committees in other Companies
are as follows:
Names of Director No. of No. of Attendance No. of No. of No. of
Board Board at the Directorships Membership Chairmanship
Meetings Meetings Last AGM of Other of other Board of other Board
held attended Companies** Committees# Committees#
Shri Ravi Sanghi 4 4 Yes 1 - -
Shri Aditya Sanghi 4 4 Yes 3 - -
Shri Alok Sanghi 4 4 Yes 3 - -
Smt. Bina Engineer 4 4 Yes 1 - -
Shri N. B. Gohil 4 4 Yes 2 - -
Shri Sadashiv Sawrikar 4 4 Yes 2 - -
Shri R. K. Pandey^ 4 1 - - - -
Shri D. K. Kambale 4 4 Yes 2 3 -
Shri D. B. N. Rao 4 4 Yes 3 - -
Shri M. K. Doogar* 4 4 Yes 4 4 4
Shri S. Balasubramanian 4 4 Yes 5 4 2
Ms. Raina Desai 4 4 Yes 3 - -
^ Due to his resignation, ceased to be an Independent Director w.e.f. 3 rd July, 2020
* Due to his sad demise, ceased to be an Independent Director w.e.f. 4th May, 2021.
**Excludes alternate directorships/ directorships of private companies, foreign companies and companies
under Section 8 of Companies Act, 2013.
# Includes only Audit Committee and Stakeholders Relationship Committee.
Details of Directorship held by the Directors is as below :
Names of Director No of Directorship Names of Listed Entities Category of
in listed entities where the person is a Directorship
including this listed Director
entity
Shri Ravi Sanghi 1 Sanghi Industries Ltd. Executive Director
Shri Aditya Sanghi 1 Sanghi Industries Ltd. Executive Director
Shri Alok Sanghi 1 Sanghi Industries Ltd. Executive Director
Smt. Bina Engineer 1 Sanghi Industries Ltd. Executive Director
Shri N. B. Gohil 1 Sanghi Industries Ltd. Executive Director
Shri Sadashiv Sawrikar 1 Sanghi Industries Ltd. Independent Director
Shri D. K. Kambale 2 Sanghi Industries Ltd. Independent Director
Lloyds Metals and Energy Ltd. Independent Director
Shri D. B. N. Rao 2 Sanghi Industries Ltd. Independent Director
Hemadri Cements Ltd. Independent Director
Shri M. K. Doogar* 4 Sanghi Industries Ltd. Independent Director
Kamdhenu Ltd. Independent Director
Morgan Ventures Ltd. Independent Director
Frick India Ltd. Independent Director
Shri S.Balasubramanian 5 Sanghi Industries Ltd. Independent Director
Emami Paper Mills Ltd. Independent Director
TTK Healthcare Ltd. Independent Director
Ucal Fuel Systems Ltd. Independent Director
GVK Power &Infrastructure Ltd Independent Director
Ms. Raina Desai 1 Sanghi Industries Ltd. Independent Director
* Due to his sad demise, ceased to be an Independent Director w.e.f. 4th May, 2021.
The Board of the Company comprises of an optimum combination of Executive, Non - Executive and
Independent Directors. Shri Ravi Sanghi Chairman & Managing Director is father of Shri Aditya Sanghi
and Shri Alok Sanghi, Executive Directors of the Company. Apart from that none of the other Directors
on the Board have any relation with the other Directors on the Board.
Familiarization Programme
In order to enable the Independent Directors of the Company to fulfill their role in the Company and
to keep them updated, various presentations are made on business models, business opportunities,
new initiatives taken by the Company, changes taking place in the Industry scenario etc. The company
has organized plant visit for independent Directors for their better understanding of the manufacturing
process of clinker and cement. During plant visit, the respective department heads/ technical heads
have explained in detail about the manufacturing and other operational facilities at the Plant. The
details of the familiarization programme of Independent Directors of the Company is available on the
website of the Company at the following link: http://www.sanghicement.com/independent-director
Shareholding of Non-Executive Directors as on 31st March, 2021 is as follows:
• To review the quarterly (un-audited) and annual financial statements before the same are
submitted to the Board and to oversee the Company's financial reporting process and the
disclosures of its financial information to ensure that the financial statement is correct,
adequate and credible;
• Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;
• Approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidates;
• To review with the management the application of funds raised through an issue, the
statement of funds utilized for purposes other than those stated in the offer document/
prospectus/ notice and the report submitted by the monitoring agency, monitoring the
utilization of proceeds of a public or rights issue and making appropriate recommendations
to the Board and to look into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders and creditors, if any;
• To carry out any other function that relates to accounts and audit of the company.
II. Composition and Attendance:
During the year 2020-21, four (4) meetings of Audit Committee were held on 24 th June, 2020,
11th August, 2020, 10th November, 2020 and 29th January, 2021.
Due to COVID-19 pandemic, all the meetings of the Audit Committee were held in Virtual Mode
through Video Conference / Other Audio Visual Means.
The composition, details of no. of meetings held during the year and attendance of each
member at the meetings are mentioned as under:
Name of Members Designation No. of Meetings held No. of Meetings attended
during the tenure
Shri Sadashiv Sawrikar Chairman 4 4
Shri R. K. Pandey^ Member 4 1
Shri D. K. Kambale Member 4 4
Shri D B N Rao #
Member 4 3
hypothecation deeds etc. and such other related matters with respect to obtaining new
loans/facilities or change in the terms and conditions of existing loans within the overall
limits of the board powers.
• To convey acceptance of Sanction Letters, to approve the execution of Letters of
Acknowledgment of Debts, Revival Letters, to negotiate, deal, and make settlement with
Lenders, Balance Confirmation Letters that may be received from various Banks and
Financial Institutions.
• To approve the exercise of guarantees as may be required by Banks, Financial Institutions,
Central Excise, Customs and Sales Tax authorities etc. on any matter pertaining to the
working affairs of the Company.
• To review and approve short term and long term investment transactions, including
deployment of surplus funds in various instruments.
• To review and approve from time to time various business arrangements, projects, purchase
of equipments and apparatus for the existing and new business.
• To approach and negotiate with various debtors and creditors with proposals to settle the
outstanding dues etc., and to approve the execution of any type of payment arrangement
with the consenting parties etc.
• To make recommendations to the Board relating to the capital structure and issuance of
securities etc., including the authority to approach Investors (Institutional/ Private) for infusion
of funds by way of equity and to accept equity investment offers as may be received and
which are suitable to the Company and to carry out effective execution of such capital
infusion subject to such regulatory approvals as may be necessary.
• To open, operate and close bank accounts with various Banks as may be necessary from
time to time and to delegate authority to any of the Officials of the Company to open,
operate and conduct all required banking transaction including issue, negotiate and
receive cheques, bills of exchanges, letter of credit, promissory notes, hundies etc. and
close the Banking accounts so opened and execute necessary documents to open, operate
and close the bank accounts, subject to such ceiling as committee may in its discretion
decide for the transactions to be entered into by such officials of the Company.
• To make and submit whether by committee itself or delegate authority to the Officials of the
Company various representations, applications, agreements etc., as may be necessary from
time to time with various Banks and Financial Institutions including Letters of Credits, Amendments
to Letters of Credit etc., among others for availing financial assistance - long term and short
term including working capital proposals, restructuring of the said financial assistance etc.
• To make and submit whether by committee itself or to delegate authority to the Officials
of the Company to apply for various telephone, telex and facsimile, internet connections
etc., to the Department of Telecommunications or to the Private Telephone Operators etc.
• To enter and/or to delegate authority to officials of the company for entering into all sorts
of business agreements, contracts with the parties for procurement of machineries,
equipments, godowns, warehouses, stockyards, opening of branch office, representative
office, to set up packing and storage facilities to construct terminals etc.
• To file, defend and to grant and delegate authority to the Officials of the Company to file and
defend various legal cases as may be necessary from time to time for recoveries of monies due
to the Company or as may be filed against the Company including the powers to engage
counsel and submit evidence both oral and written in this regard subject to obtaining the
approval of the Board for defending important and vital legal disputes.
• To grant and delegate authority to the Officials of the Company to represent the Company
before Central Excise and Customs, Sales Tax, Municipal and Local Government authorities,
Income Tax authorities, Reserve Bank of India and Court of Law and any other judicial
body and such other Governmental/Non-Governmental/Quasi Governmental authorities
as may be necessary from time to time on behalf of the Company.
• To make contributions to any Charitable or Religious or Political purposes as may be
permissible from time to time subject to the various provisions of various laws as may be
in force or to delegate authority to any officials of the Company in this regard subject to
such restrictions laid down by the various laws.
21 34th Annual Report 2020-21
Sanghi Industries Limited
• To undertake the activities / matters relating to raising of funds by issue of Equity Shares
and/or Preference Shares and/or Convertible and/or Non-Convertible Debentures and/or
Bonds, and/or any other financial instruments convertible into equity shares, or such other
securities by way of a public or private offering, including through a Qualified Institutional
Placement (QIP) in one or more tranches.
II. Composition and Attendance:
The composition, no. of meetings held during the year and attendance of each member at the
meetings are mentioned as under:
Name of Members Designation No. of Meetings held No. of Meetings attended
during the tenure
Shri Sadashiv Sawrikar Chairman 5 5
Shri Ravi Sanghi Member 5 5
Smt. Bina Engineer Member 5 5
Shri Aditya Sanghi Member 5 5
Shri Alok Sanghi Member 5 5
Shri N. B. Gohil Member 5 5
The Company does not pay any sitting fees to the members for attending the Business Operations
and Finance Committee meetings.
c. Nomination and Remuneration Committee
The constitution, powers, role and terms of reference of the Nomination and Remuneration
Committee are as required under Section 178 of the Companies Act, 2013 read with Regulation
19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from
time to time.
I. Brief description of Terms of Reference:
• To identify persons who are qualified to become Directors and who may be appointed in
senior management in accordance with the criteria laid down;
• To recommend to the Board their appointment and removal and shall carry out evaluation
of Directors’ performance;
• To formulate the criteria for determining qualifications, positive attributes and independence
of a director;
• To recommend to the Board, all remuneration in whatever form payable to the senior
management.
• To recommend to the Board, a policy relating to the remuneration for the other executive
Directors.
II. Composition and Attendance:
During the year 2020-21, one (1) meeting of Nomination and Remuneration Committee were
held on 24th June, 2020.
Due to COVID-19 pandemic, the meeting of the Nomination and Remuneration Committee was
held in Virtual Mode through Video Conference / Other Audio Visual Means.
The composition, details of no. of meetings held during the year and attendance of each
member at the meetings are mentioned as under:
Name of Members Designation No. of Meetings held No. of Meetings attended
during the tenure
Shri D K Kambale Chairman 1 1
Shri Sadashiv Sawrikar Member 1 1
Shri R K Pandey^ Member 1 1
Shri M K Doogar#* Member 1 0
Smt. Raina Desai@ Member 1 NA
^ Ceased to be a chairman and member of the Committee w.e.f. 3rd July, 2020.
# Appointed as a chairman of the Committee w.e.f. 11th August, 2020.
The Chairman of the Stakeholders Relationship Committee is an Independent Director of the
Company. The Company Secretary acts as a Secretary and Compliance officer of the Company.
The Company does not pay any sitting fees to the members for attending the Stakeholders
Relationship Committee meetings.
e. Corporate Social Responsibility Committee
As required under Section 135 of the Companies Act, 2013, the Board has constituted the
Corporate Social Responsibility Committee. The Corporate Social Responsibility committee of the
Company is constituted in line with the provisions of Section 135 of the Companies Act, 2013
read with Schedule VII of the Companies Act, 2013 for the purpose of determining the activities
to be undertaken by the Company towards the Corporate Social Responsibility (CSR).
I. Brief description of Terms of Reference:
• To formulate and recommend to the Board, a Corporate Social Responsibility Policy which
shall indicate the activities to be undertaken by the company.
• To recommend an amount of expenditure to be incurred on the activities as referred in
Corporate Social Responsibility Policy of the Company.
• To monitor the Corporate Social Responsibility Policy of the company from time to time.
• To prepare a transparent monitoring mechanism for ensuring implementation of the projects
/ programs / activities proposed to be undertaken by the Company.
II. Composition and Attendance:
During the year 2020-21, two (2) meetings of the Corporate Social Responsibility Committee were
held on 24th June, 2020 and 29th January, 2021.
Due to COVID-19 pandemic, all the meetings of the CSR Committee were held in virtual mode
through Video Conference / Other Audio Visual Means.
The composition, details of no. of meetings held during the year and attendance of each
member at the meetings are mentioned as under:
Name of Members Designation No. of Meetings held No. of Meetings attended
during the tenure
Shri R K Pandey^ Chairman 2 1
Shri S. Balasubramanian #
Chairman 2 1
Shri Aditya Sanghi Member 2 2
Shri N. B. Gohil Member 2 2
^ Ceased to be a chairman and member of the Committee w.e.f. 3rd July, 2020.
# Appointed as a chairman of the Committee w.e.f. 11th August, 2020.
The Chairman of the Corporate Social Responsibility Committee is an Independent Director of
the Company.
f. Risk Management Committee
Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018, requires top 500 listed companies (determined on the basis of market capitalization as at
the end of the immediate previous financial year) to constitute Risk Management Committee.
The Company is not falling under the list of top 500 listed companies as on 31st March, 2021.
Hence, it is non-mandatory requirement for the company till 31 st March 2021.
However, SEBI, vide its notification dated 5th May, 2021, recently amended SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and notified SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2021, making changes in Regulation 21 which
now requires top 1000 listed companies (based on the market capitalization calculated as on
31st March of every year) to formulate the Risk Management Committee and to comply with the
other requirements as stated in the amended provision.
However, the Company has already constituted a committee known as "Risk Management
Committee" which is in due compliance of the requirement of amended provisions of Regulation
21 of SEBI (Listing Obligations and Disclosure Requirement) Regulations.
The Company will abide by the requirements of amended Regulation 21 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations during the year 2021-22
I. The existing brief description of Terms of Reference are as under:
• To consider, review and recommend the Risk Management Policy, guidelines, processes
and practices of the Company.
• To ensure that the Company is taking the appropriate measures to achieve balance
between the risk and reward in ongoing and new business activities.
• To evaluate significant risk exposures of the Company and assess management's actions
to mitigate the exposures in a timely manner.
• To coordinate its activities with the Audit Committee in instances of overlap with audit
activities.
• To provide periodical reports/ recommendations to the Board of Directors.
• To adopt best method in the interest of the Company to deal with different kinds of risks
being confronted by the Company.
II. Composition and Attendance:
It is not mandatory to convene meeting of Risk Management Committee, hence no meeting
was held during the year 2020-21.
The composition of the Committee is mentioned as under:
Name of Director Shri Ravi Shri Aditya Shri Alok Smt. Bina Shri N B
Sanghi Sanghi Sanghi Engineer Gohil
Designation Chairman & Executive Executive Executive Executive
Managing Director Director Director Director Director
Period of Appointment Five Years Five Years Five Years Three Years Three Years
or re-appointment w.e.f. 01.09.2020 w.e.f. w.e.f. w.e.f. w.e.f.
06.09.2017 06.09.2017 06.09.2019 22.12.2020
Salary and Commission As per the approval of the shareholders
Perquisites As per the approval of the shareholders and as per the rules of the
Company
Minimum Remuneration Where in any financial year, the Company has no profits or its profits are
inadequate, then the Company will pay remuneration by way of salary
and perquisites in accordance with the provisions of Schedule V of
Companies Act, 2013.
Notice Period The agreements may be terminated by either party giving the other party
six months notice in writing of such termination.
The details of salary and perquisites (including contribution to provident fund/superannuation fund etc.
if any) paid or debited to Statement of Profit and Loss during the year ended 31st March, 2021 **
towards Salary of Chairman & Managing Director and Executive Director(s) are as follows:
(J in Lakhs)
Name of Director Shri Ravi Sanghi, Other Executive Directors
Chairman & Managing Director
Salary and Allowances 128.91 331.44
Commission 115.45 173.17
** Due to Covid-19 pandemeic and consequent Lockdown, Shri Ravi Sanghi, Chairman & Managing
Director, Shri Aditya Sanghi and Shri Alok Sanghi, Executive Directors have foregone their salary as a
whole from the month of April 2020 to June 2020 and 25% of their Salary from the month of July 2020
to September 2020.
Smt. Bina Engineer and Shri N B Gohil, Executive Directors have foregone their 30% Salary from the
month of April 2020 to June 2020 and 25% salary from the month of July 2020 to September 2020.
The Company has not formulated any scheme for giving stock options to its employees. Hence, no
stock options have been granted to the Chairman & Managing Director and Executive Directors for
the year 2020-2021.
Non-Executive Directors
None of the Non-Executive Directors have any pecuniary interest or transactions with the Company,
except receiving sitting fee of J 30,000/-(Rupees Thirty Thousand Only) from the Company for attending
each meeting of the Board and receiving sitting fee of J 10,000/- (Rupees Ten Thousand Only) from
the Company for attending each meeting of the Audit Committee/ Nomination and Remuneration
Committee/ Corporate Social Responsibility Committee of Directors and for attending the Independent
Directors meeting.
During the year ended 31st March, 2021, the Company has paid the following amount towards sitting
fees to the Directors for attending the Board / Audit Committee/ Nomination and Remuneration
Committee/ Corporate Social Responsibility Committee/ Independent Directors Meetings:
Name of Director Total Amount (J ) Name of Director Total Amount (J )
Shri Sadashiv Sawrikar 180000 Shri M K Doogar* 130000
Shri R K Pandey^ 60000 Shri S. Balasubramanian 140000
Shri D K Kambale 180000 Ms. Raina Desai 130000
Shri D B N Rao 160000
^ Due to his resignation, ceased to be an Independent Director w.e.f. 3rd July, 2020.
* Due to his sad demise, ceased to be an Independent Director w.e.f. 4th May, 2021.
34th Annual Report 2020-21 26
Sanghi Industries Limited
The list of core skills / expertise / competence identified by the Board as per the requirement of
business are as under :
Skills and Attributes Description
Accounts/Finance/Taxation Experience and knowledge in Financial Management, taxation and
having in-depth understanding of capital allocation, funding, financial
reporting process etc. which in turn is beneficial to the Company.
Technical and Experience and technical Knowledge of manufacturing, functioning
Manufacturing and operations of cement industry and having insight of changing
trends, external factors which is in the overall benefit of the Company.
Legal Understanding the legal ecosystem in which the Company operates
and possesses the required skill and knowledge of compliance,
governance, laws and regulations applicable to the Company and
ensuring its compliance in best possible manner.
Marketing and Sales/ Having understanding of complex business processes, strategic
Corporate Affairs/ planning, marketing skills and ability to evaluate opportunities in the
Administration best interest of the Company.
The details of Qualifications \ Skills \ expertise \ competencies of our Board of Directors are as under:
Name of Director Date of Date of Brief resume, Qualification
& DIN Birth First Appointment Expertise and Experience
Shri Ravi Sanghi, 1st July 14th June 1985 Graduate in Commerce.
Executive Director 1952 Shri Ravi Sanghi is a first generation entrepreneur,
DIN: 00033594 he leads the company with his inspiring vision
and commitment. The establishment of one of
the India’s largest integrated single-stream
cement plant in Kutch, by the Sanghi team is the
result of his untiring dedication. He carries
immense experience in conceptualizing and
directing projects across diverse industries and
magnitudes.
* Due to his sad demise, ceased to be an Independent Director w.e.f. 4th May, 2021.
Confirmation regarding Independent Directors
Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration
given by the Independent Directors of the Company under Section 149 (6) of the Companies Act,
2013, the Board hereby confirms that all the Independent Directors fulfill the conditions specified in the
SEBI (LODR) Regulations 2015 and are independent of the management.
5. Subsidiary Company
As at 31st March 2021, the Company does not have any Subsidiary Company.
person irrespective of the status or level is denied the access to the Audit Committee. The said
policy is uploaded on the website of the Company at http://www.sanghicement.com/policies
• The Company has complied with all the mandatory requirements of the listing regulations, in
respect to the Corporate Governance.
• The Company has complied with corporate governance requirements specified in regulation 17
to 27 and clause (b) to (i) of Sub regulation (2) of regulation 46 of SEBI (Listing Obligations and
Disclosure Requirements (Regulations), 2015.
The following non-mandatory requirements have been adopted by the Company.
• The report of Auditors is with unmodified opinion with respect to the Audited Financial Results of
the Company for the quarter and year ended 31st March, 2021.
• The Internal Auditors report directly to the Audit Committee.
• Disclosure of Accounting Treatment:
In preparation of financial statements, the Company has followed the applicable Indian
Accounting Standards. The significant accounting policies that are consistently applied have
been set out in the Notes to the Accounts.
• Board Disclosures – Risk management:
The business risk evaluation and managing such risk is an ongoing process within the organization.
The Board is regularly briefed of risks assessed and the measures adopted by the company to
mitigate the risks.
9. Means of Communication
A. Financial Results:
The Quarterly, Half yearly and Annual Results are published in widely circulated national and
local dailies such as Financial Express and Vaartha and are displayed on the website of the
Company http://www.sanghicement.com/investors-relations
B. News Releases, Presentations etc:
Official News releases, press releases and presentation made to the Analysts, institutional investors
etc. are displayed on the website of the Company http://www.sanghicement.com/investors-
relations
C. Website:
The Company’s Website www.sanghicement.com contains a separate dedicated section namely
“Investors’ Relations” where the useful information for the Shareholders is available.
10. General Shareholder Information
A. General Information:
Annual General Meeting On or before 30th September, 2021
Day, Date & Time : at Sanghinagar PO. Hayatnagar Mandal,
Venue : Ranga Reddy District, Telangana – 501511.
This is registered office address which will be Deemed
venue of meeting in case of virtual meeting to be held
through Video Conferencing / OAVM.
Financial Year / Calendar : 1st April, 2021 to 31st March, 2022
1. Results for first quarter
ending 30th June, 2021 : On or before 14th August, 2021
2. Results for second quarter
ending 30th September, 2021 : On or before 14th November, 2021
3. Results for third quarter
ending 31st December, 2021 : On or before 14th February, 2022
4. Results for fourth quarter
ending 31st March, 2022 : On or before 30th May, 2022
CERTIFICATE
To,
The Members,
SANGHI INDUSTRIES LIMITED
CIN: L18209TG1985PLC005581
We have examined relevant registers, records, forms, returns and disclosures in respect of the Directors of
SANGHI INDUSTRIES LIMITED (the Company) having its registered office situated at Sanghi Nagar, Hayatnagar,
Tq. Ranga Reddy, Dist. Hyderabad, Telngana - 501511 which were produced before us by the Company
(including receipt of documents by way of electronic means on account of ongoing pandemic of Covid
- 19) for the purpose of issuing a certificate as stipulated in Regulation 34 (3) read with Clause (10) (i) of Part
C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, amended from time to time.
In our opinion and to the best of our information and on the basis of the verification of the above stated
documents (including the status of Directors Identification Number - DIN at the portal of Ministry of Corporate
Affairs - MCA www.mca.gov.in), we hereby certify that none of the Directors on the Board of the Company
as on 31.03.2021 have been debarred or disqualified from being appointed or continuing as a Directors of
the Company by the Board i.e. Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs
(MCA) or any such statutory authority.
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of
the Management of the Company. Our responsibility is to express an opinion on the basis of verification of
documents produced before us and made available to us.
We certify that:
1. We have reviewed the financial statements and cash flow statement of Sanghi Industries Limited (the
“Company”) for the financial year ended 31st March, 2021 and that to the best of our knowledge and
belief:
(a) these statements do not contain any materially untrue statement or omit any material fact or
contain any statement that might be misleading;
(b) these statements together present a true and fair view of the Company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
2. To the best of our knowledge and belief, there are no transactions entered into by the Company
during the year ended 31st March, 2021, which are fraudulent, illegal or violative of the Company’s
Code of Conduct.
3. We accept responsibility for establishing and maintaining internal controls for financial reporting and
that we have evaluated the effectiveness of the internal control systems of the Company pertaining
to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the
design or operation of such internal controls, if any, of which we are aware and the steps we have
taken or proposed to take to rectify these deficiencies.
4. We have indicated to the Auditors and the Audit Committee, wherever applicable:
(a) significant changes in internal control over financial reporting during the year, if any;
(b) significant changes in accounting policies during the year, if any, and the same have been
disclosed in the notes to the financial statements; and
(c) instances of significant fraud of which we have become aware and the involvement therein, if
any, of the management or an employee having a significant role in the Company’s internal
control system over financial reporting.
Annexure II
POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION
In terms of Section 178 of the Companies Act, 2013 read with the applicable rules thereunder and Regulation
19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Nomination and Remuneration
Committee recommended the policy on nomination and remuneration of Directors, Key Managerial Personnel
and Senior Management of the Company which was approved and adopted by the Board of Directors of
the Company.
Objectives:
• To provide guidance to the Board for appointment and removal of Directors, KMP and Senior
Management;
• To formulate criteria for performance evaluation of Directors, KMP and Senior Management and to
provide necessary evaluation report to the Board;
• To recommend to the Board remuneration payable to the Directors, KMP and Senior Management.
Role of Nomination and Remuneration Committee:
The Committee shall perform the role for following matters:
Criteria for appointment of Director:
• To determine the age, qualifications, qualities, skills, positive attributes and independence of a director
and other expertise required to be a Director.
Nomination of directors:
• Identifying, screening and reviewing candidates qualified to be appointed as Executive Directors, Non-
Executive Directors and Independent Directors.
• Recommending to the Board candidature for appointment or re-appointment of Directors;
• The Nomination and Remuneration Committee may act on its own in identifying potential candidates,
inside or outside the Company, or may act upon proposals submitted by the Chairman of the Board
of Directors. The Committee will review and discuss all documents pertaining to candidates and will
conduct evaluation of candidates in accordance with a process that it deem fit and appropriate,
passing on the recommendations for the nomination to the Board.
Evaluation of Director:
• The Committee develops, subject to approval by the Board, a process for an annual evaluation of the
performance of the Board, the individual directors on the basis of detailed performance parameters
set for directors at the beginning of the year.
• The Committee may, from time-to-time, also evaluate the usefulness of such performance parameters,
and make necessary amendments.
Consultative role:
• The Nomination and remuneration Committee plays a consultative role for any appointment requiring
Board approval, as stipulated by law or regulation, for senior management positions. It provides its
advice and recommendations to the Board.
Senior Management of the Company consist of:
All the officers / personnel of the Company involved in the core management team and all the members
excluding the Board of Directors of the management that are one level below CEO / MD/ WTD / Manager
and includes the Chief Financial Officer and Company Secretary of the Company.
Evaluation of KMP and Senior Management:
• The committee shall annually review and approve for the KMP and Senior Management the corporate
goals and objectives applicable to them, evaluate at least annually their performance in light of those
goals and objectives, and determine and approve their (a) annual base salary, (b) annual incentive
bonus, including the specific goals and amount, (c) any other benefits, compensation or arrangements,
based on this evaluation.
• The Committee may also make recommendations to the Board with respect to incentive compensation
plans. The committee may review the Company's incentive compensation arrangements to determine
whether they encourage excessive risk-taking, review and discuss at least annually the relationship
between risk management policies and practices and compensation, and evaluate compensation
policies and practices that could mitigate any such risk.
Duties of Nomination and Remuneration Committee:
A. The duties of the Committee in relation to nomination matters include:
• To ensure that appropriate induction and training programme are in place for new Directors and
members of Senior Management and to periodically review its effectiveness;
• To ensure that on appointment, Non-Executive Directors receive a formal letter of appointment
in accordance with the Guidelines provided under the Companies Act, 2013;
• To ensure that the Independent Directors continues to fulfill the Independence criteria as specified
in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 as amended from time to time;
• To determine the appropriate size, diversity and composition of the Board;
• To identify and recommend names of Directors who are to retire by rotation;
• To set up a formal and transparent procedure for selecting Directors for appointment to the
Board;
• To evaluate the performance of the Board members and Senior Management in the context of
the Company’s performance from business and compliance perspective;
• To develop a succession plan for the Board and Senior Management and to regularly review the
plan;
• To recommend necessary changes in the Board;
• To delegate any of its powers to the members or the Secretary of the Committee;
• To decide extension or to continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors;
• To recommend for continuation of term of Independent Directors who have attained the age
of 75 years;
• To consider any other matters as may be requested by the Board.
B. The duties of the Committee in relation to remuneration matters include:
• To recommend the remuneration payable to the Senior Management of the Company in
accordance with the Remuneration Policy of the Company and while designing the remuneration
package it must consider that the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality required to run the company
successfully;
• To ensure that the remuneration to Directors, KMP and Senior Management of the Company
involves a balance between fixed and incentive pay reflecting short and long term performance
objectives appropriate to the working of the Company and its goals;
• To delegate any of its powers to the members or the Secretary of the Committee;
• To consider any other matters as may be requested by the Board;
Annexure III
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2021
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
SANGHI INDUSTRIES LIMITED
CIN: L18209TG1985PLC005581
Sanghi Nagar, P.O.Hayatnagar,
Tq. RangaReddy, Dist. Hyderabad,
Telangana – 501511.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by SANGHI INDUSTRIES LIMITED (hereinafter called the company).
Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other
records maintained by the Company and also the information provided by the Company, its officers, agents
and authorized representatives whether electronically or otherwise during the conduct of secretarial audit;
we hereby report that in our opinion, the company has, during the audit period covering the financial year
ended on March 31, 2021 generally complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained
by the Company for the financial year ended on March 31, 2021 and made available to us, according to
the provisions of:
i. The Companies Act, 2013 (the Act) and the Rules made there under;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the
extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India
Act, 1992 (‘SEBI Act’):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018; - Not applicable during the year under review;
(d) The Securities and Exchange Board of India (Share Based Employees Benefits) Regulations, 2014
- Not applicable during the year under review;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act, 2013 and dealing with client - The Company
has established In-House electronic connectivity with National Securities Depository Limited (NSDL)
& Central Depository Services (India) Limited (CDSL) for Share Transfer Registry Work. All Share
Transfer / Demat work are being processed in house by the Company;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not
applicable during the year under review;
(h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 - Not
applicable during the year under review;
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
We have also examined compliance with the applicable Standards / Clauses / Regulations of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India(ICSI) and made effective
from time to time.
ii. The Uniform Listing Agreement entered into by the Company with National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE).
During the Audit period under review, the Company has complied with provisions of the applicable Act,
Rules, Regulations, Guidelines, Standards, etc. as mentioned above.
We further report that:
Having regard to the Compliance system prevailing in the Company and on examination of relevant
documents and records in pursuance thereof on test - check basis, the Company has generally complied
with the material aspects of the following laws specifically applicable to the Company being engaged in
the Cement Industry:
1. The Atomic Energy Act, 1962 read with Atomic Energy (Radiation Protection) Rules, 2004;
2. India Boiler Act, 1923 read with Gujarat Boiler Rules, 1966;
3. The Petroleum Act, 1934;
4. Mines Act, 1952;
5. The Mines and Mineral (Development and Regulations) Amendment Act, 2015;
6. Mineral Conservation and Development (Amendment) Rules, 2016;
7. Explosive Rules, 2008;
8. Ammonium Nitrate Rules, 2012;
9. Mineral (Auction) Rules, 2015;
10. The Minerals (Evidence of Mineral Contents) Rules, 2015;
11. Hazardous Waste (Management, Handling & Transboundary Movement) Rules, 2008;
12. Bio-Medical Waste (Manufacturing and Handling) Rules, 2008.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-
Executive Directors and Independent Directors including women Independent Director. The changes in the
composition of the Board that took place during the year under review were carried out in compliance of
the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings in due compliance of law. Agenda
were sent well in advance and a system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the meeting.
Decisions at the meetings of Board of Directors/Committees of the Company were carried unanimously. We
were informed that there were no dissenting views of the members’ on any of the matters during the year
that were required to be captured and recorded as part of the minutes.
Notes:
1. This report is to be read with our letter of even date which is annexed as Annexure – A and forms an
integral part of this report.
2. Due to restricted movement amid COVID-19 pandemic, we conducted the secretarial audit by
examining the Secretarial Records including Minutes, Documents, Registers, disclosures from Directors
and other records etc., received by us by way of electronic mode from the Company and could not
be verified from the original records. The management has confirmed that the records submitted to
us are the true and correct.
ANNEXURE - A
To,
The Members,
SANGHI INDUSTRIES LIMITED
CIN: L18209TG1985PLC005581
Sanghi Nagar, P.O.Hayatnagar,
Tq. RangaReddy, Dist. Hyderabad,
Telangana – 501511.
Annexure - IV
DISCLOSURE UNDER SECTION 197 (12) AND RULE 5 (1) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
(i) Ratio of the remuneration of each director to the median remuneration of the employees of the
company for the financial year ended 31st March, 2021;
Note -1
Due to Covid-19 pandemeic and consequent Lockdown, Shri Ravi Sanghi, Chairman & Managing Director,
Shri Aditya Sanghi and Shri Alok Sanghi, Executive Directors have foregone their salary as a whole from the
month of April 2020 to June 2020 and 25% of their Salary from the month of July 2020 to September 2020.
Smt. Bina Engineer and Shri N B Gohil, Executive Directors have foregone their 30% Salary from the month
of April 2020 to June 2020 and 25% salary from the month of July 2020 to September 2020.
(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary
in the financial year;
Note-2
In addition to details mentioned in Note-1 above, Shri Anil Agarwal, Company Secretary has foregone his
20% salary from the month of April 2020 to June 2020.
The Other Directors are Non Executive Directors and are receiving sitting fee of J 30,000 (Rupees Thirty
Thousand Only) from the Company for attending each meeting of the Board and receiving sitting fee of
J 10,000 (Rupees Ten Thousand Only) from the Company for attending each meeting of the Audit Committee/
Nomination and Remuneration Committee/ Corporate Social Responsibility Committee/ of Directors and for
attending the Independent Directors meeting.
(iii) The percentage increase/decrease in the median remuneration of employees in the financial year:
4.78 % increase in median remuneration of employees of the Company.
(iv) The number of permanent employees on the rolls of company: 798 Employees.
(v) Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration:
The average increase/decrease in salaries of employees other than managerial personnel in 2020-21
was (4.60)% (Refer below Note-3). The Managerial remuneration is increased during the year by 27.80%
(Refer below Note-4).
Note-3
Due to Covid-19 pandemeic and consequent Lockdown, the Senior employees of the company have also
foregone their 30%/ 20% /10% salary as per their respective slab of salary from the month of April 2020 to June
2020.
Note-4
There is no change in Managerial Remuneration during F Y 2020-21, This increase is reflected because during
F Y 2019-20, Executive Directors have foregone their commission whereas during F Y 2020-21 they have
availed their commission.
(vi) Affirmation that the remuneration is as per the remuneration policy of the company:
It is affirmed that the remuneration paid is as per the remuneration policy of the company.
Annexure - V
ANNUAL REPORT ON CSR ACITIVITIES
1. A brief outline of the Company's CSR Policy
The company has framed the Corporate Social Responsibility (CSR) policy in compliance with the
provisions of the Companies Act, 2013 The CSR policy enumerating the CSR Activities / projects /
programs undertaken / to be undertaken by the Company is in accordance with the Schedule VII of
the Companies Act, 2013
2. Composition of CSR Committee
Our CSR committee comprises of following members:
(a) Shri S. Balasubramanian, Chairman
(b) Shri Aditya Sanghi, Member
(c) Shri N B Gohil, Member
The details of number of meetings held and attended by the members are provided in the Corporate
Governance Report which is attached to and forming part of Directors' Report.
3. Web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board
are disclosed on the website of the company.
http://www.sanghicement.com/policies
4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).
Not applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies
(Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial
year, if any
Sr. Financial year Amount available for set-off Amount required to be setoff
No. from preceding financial years for the financial year, if any
(in J) (in J)
N.A.
Particulars (J In Crore)
Average net profits for last three financial years 70.42
7. (a) Two percent of average net profit of the company as per section 135(5)
Particulars (J In Crore)
Prescribed CSR expenditure (2% of J 70.42 Crore) 1.41
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial
years. NIL
(c) Amount required to be set off for the financial year. Nil
(d) Total CSR obligation for the financial year (7a+7b-7c). J 1.41 Cr.
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
9. (a) Details of Unspent CSR amount for the preceding three financial years:
Sr. Preceding Amount Amount Amount transferred to any fund Amount
No. Financial transferred spent in specified under Schedule VII remaining
Year to Unspent the as per section 135(6), if any to be
CSR Account reporting spent in
under Financial succeeding
section 135 (6) Year financial
(in J ) (in J) Name Amount Date of years
of the (in Rs) transfer (in J )
Fund
N.A.
(b) Details of CSR amount spent in the financial year for ongoing projectsof the preceding financial
year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sr. Project Name Financial Project Total Amount Cumulative Status
No. ID of the Year in duration amount spent on amount of the
Project which the allocated the project spent at project -
project for the in the the end of Completed
was project reporting reporting / Ongoing
commen- (in J ) Financial Financial
ced Year Year
(in Rs) (in J )
N.A.
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created
or acquired through CSR spent in the financial year(asset-wise details).
(a) Date of creation or acquisition of the capital asset(s):NIL
(b) Amount of CSR spent for creation or acquisition of capital asset:NIL
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is
registered, their address etc.: NIL
(d) Provide details of the capital asset(s) created or acquired (including complete address and
location of the capital asset):NIL
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as
per section 135(5). Not Applicable
The CSR Committee confirms that the implementation and monitoring of the CSR Policy is in compliance
with the CSR objectives and policy of the Company.
Annexure-VI
Section D: BR Information
1. Details of Director / Directors responsible for BR:
a) Details of the Director / Directors responsible for implementation of the BR Policy / Policies:
Sr. No. Particulars Details
1 DIN (if applicable) 05149953
2 Name Shri N B Gohil
3 Designation Whole Time Director
Sr. Questions Business Product Emp-- Stake- Human Enviro- Policy Inclu- Custo-
No. Ethics Life loyee holder Rights nment Advo- sive mer
Respo- Well- Engage- cacy Growth Value
nsibility being ment
P1 P2 P3 P4 P5 P6 P7 P8 P9
4 Has the policy been Y Y Y Y Y Y - Y Y
approved by the Board?
If yes, has it been signed
by MD / owner / CEO /
appropriate Board
Director?
5 Does the company have Y Y Y Y Y Y - Y Y
a specified committee of
the Board/ Director /
Official to oversee the
implementation of the
policy?
6 Indicate the link for the www.sanghicement.com/policies
policy to be viewed
online?
7 Has the policy been The policies have been communicated to key stakeholders of the
formally communicated Company. The communication is an on-going process to cover
to all relevant internal all stakeholders.
and external
stakeholders?
8 Does the Company have Y Y Y Y Y Y - Y Y
in-house structure to
implement the policy /
policies?
9 Does the Company have Y Y Y Y Y Y - Y Y
a grievance redressal
mechanism related to the
policy/policies to address
stakeholders’ grievances
related to the policy /
policies?
10 Has the Company Y Y Y Y Y Y - Y Y
carried out independent
audit/evaluation of the
working of this policy by
an internal or external
agency?
b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up
to 2 options)
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The company has not understood
the Principles
2 The company is not at a stage where
it finds itself in a position to formulate
and implement the policies on
specified principles
3 The company does not have financial Not Applicable
or manpower resources available for
the task
4 It is planned to be done within next
6 Months
5 It is planned to be done within the
next 1 year
6 Any other reason (please specify)
1 Indicate the frequency with which the Board The management of the Company oversees the
of Directors, Committee of the Board or CEO implementation and monitor the BR performance on
meet to assess the BR performance of the periodical basis at-least annually.
Company.
Within 3 months, 3-6 months, Annually, More
than 1 year
2 Does the Company publish a BR or a The Business Responsibility Report (BRR) is applicable
Sustainability Report? What is the hyper-link to our company w.e.f. 31st March, 2021.
published? Company will publish BRR annually alongwith Annual
Report.
Section E: Principle-wise Performance
Principle-1: Business should conduct and govern themselves with Ethics, Transparency and Accountability:
1 Does the policy relating to ethics, bribery and Company has adopted a policy of Code of Business
corruption cover only the company? Yes/ No. Conduct and Ethics. The policy relating to ethics,
Does it extend to the Group/Joint Ventures/ bribery and corruption covers the Directors as well as
Suppliers / Contractors /NGOs / Others? employees of the organization. Additionally, the
company has also adopted Code of Conduct for
Vendors & Business Ethics Policy. The said policy covers
suppliers / vendors / agents / contractors etc.
2 How many stakeholder complaints have Total three complaints were received and all were
been received in the past financial year and resolved. There is NIL outstanding complaint as on
what percentage was satisfactorily resolved 31.03.2021.
by the management? If so, provide details
thereof, in about 50 words or so.
Principle 2: Business should provide goods and services that are safe and contribute to sustainability throughout
their life cycle:
1 List up to 3 of your products or services whose The company manufactures Clinker & different types
design has incorporated social or of Cements such as Ordinary Portland Cement (OPC),
environmental concerns, risks and /or Portland Pozollana Cement (PPC) and Portland Slag
Cement (PSC).
opportunities.
The company realize its obligations on environmental
& social governance. Therefore, the company has
made all efforts to ensure that the product is
manufactured in a safe, environment friendly and
responsible manner. The company has constantly
improved operational efficiencies, reduced waste
generation, reuse and recycling it, reducing specific
energy and water consumption over the years.
The company has constantly improved operational
efficiency, reduced waste generation, recycling and
reuse of waste, reduced specific energy & water
consumption over the years.
The company has adopted best in class technologies
and processes to manufacture its product, utilizing
optimum resources.
Manufacturing process involves use of six stage three
strings pre-heater, vertical roller mill, state of the art
clinker loading terminals, surface miner for mining and
closed circuit cement grinding systems which are most
energy efficient and technologically advanced as on
date. The company has implemented series of measures
during the year such as increasing the amount of
alternative raw material and fuels in the manufacturing
process, increase of composite cement mix to increase
the utilization of ash and slag. Thus saving natural
resources. Regular carbon footprint analysis is being
done to reduce greenhouse gas emissions and massive
tree plantation has been done in the entire complex.
2 For each such product, provide the following The company is committed to sustainable production
details in respect of resource use (energy, and consumption. The company strives its best to
water, raw material etc) per unit of product reduce the specific resources consumed per unit of
(optional): cement produced. The Company has conducted
heat and mass balance for process optimization of
a ) Reduction during sourcing / production / clinker and cement manufacturing regularly.
distribution achieved since the previous The plant has reduced their energy consumption by
year through the value chain: 2.5 % during 2020-21 compared to 2019-20. The
specific water consumption has reduced by 1.2%
compared to previous year by implementing water
conservation initiatives.
b ) Reduction during usage by consumers Not applicable as company does not collect any
(energy, water) achieved since the information on energy & water from its customers.
previous year?
3 Does the Company have procedures in place Yes, the company has a sustainable sourcing strategy.
for sustainable sourcing (including The company ensures during the primary transport
Vendor selection process that Vendors confirm to
transportation)? If yes, what percentage of your social, ethical and environment performance factors.
inputs was sourced sustainably? Also, provide
details thereof, in about 50 words or so. This is ensured both through internal verification as well
as contractual terms built into contracts. Company
4 Has the Company undertaken any steps to Yes, the Company is procuring products and services
procure goods and services from local and from local producers/small scale vendors and
small producers, including communities communities surrounding to its plant location at a
surrounding their place of work? If yes, what reasonably good price and on fair terms and conditions
steps have been taken to improve the which is in their benefit so that they can improve their
capacity / capability. The contractors who are engaged
capacity and capability of local and small in operations, maintenance and housekeeping, mostly
vendors? employ workmen from surrounding villages.
5 Does the Company have a mechanism to Yes, the Company has implemented a system to
recycle products and waste? If yes, what is recycle product and waste.
the percentage of recycling of products and Fly ash and bottom ash which is generated from our
waste (separately as 10%). Also, provide own thermal power plant is utilized 100% in
details thereof, in about 50 words or so. manufacturing of Portland pozollana Cement (PPC) in
own cement manufacturing unit.
100% substitution of natural Gypsum with industrial waste
material called chemical gypsum. 70% recycling of Kiln
Process Dust in to final product circuit. Waste water
generated from our plant and colony is recycled and
reused in dust suppression and greenbelt development.
Approx 10 % TSR is being achieved through usage of
AFR.
Waste generated from the maintenance workshop &
vehicle repairing workshops is being segregated and
collected. The waste like oil soaked cotton waste, used
oil, steel scrap, batteries, hazardous waste etc are co-
processed in the cement kiln and remaining quantum
of these waste such as steel scrap, batteries, sold to
the authorized recyclers and respective returns filled
to the concerned regulatory body.
The company has vigorously pursued its goal of
sustainable development through exacting standard
in environmental conservation, emission control,
promotion of alternative fuel & raw materials and waste
management.
Principle 4: Business should respect the interest of, and be responsive towards all stakeholders,
especially those who are disadvantaged, vulnerable and marginalized:
1 Has the company mapped its Internal and Yes, the Company has mapped its internal and
external stakeholders? Yes/No external stakeholders.
2 Out of the above, has the company The Company has identified the disadvantaged,
identified the disadvantaged, vulnerable & vulnerable and marginalized stakeholders viz.
marginalized stakeholders? communities around plants and its workers /
contractual workers.
3 Are there any special initiatives taken by the Company has established full-fledged hospital with full
Company to engage with the functioning Pathological Lab under the name of
disadvantaged, vulnerable and marginalized "Sarvodaya Health Care Centre" for the needy person
stakeholders? If so, provide details thereof, in of surrounding rural areas . Free Medical Check ups
and free medicines are being provided to villagers of
about 50 words or so.
surrounding 15 villages.
The Company is also running a CBSE affiliated High
School "Smt. Kamla Rani Sanghi Public School" through
Sarvodaya Trust at Sanghipuram, Kutch. The School is
having its own building with adequate teaching and
support staff, laboratories, library and a huge play
ground. Apart from running this school, the Trust has
opened Balwadies in the 3 nearby villages - Akri, Jadva
& Motibar. The Trust also encourages adult education
in the nearby villages. Teachers of the school are
moving in the nearby villages educating the children
and adults by taking special classes. Further, the
Company is Industry partner at ITI - Panandhro - Kutch
in developing 'Centre of Excellence' through Public
Private Partnership Scheme of Central Government
for up-gradation of ITIs since 2008-09.
Recently, looking to the dire situation due to Covid-19
pandemic, in the month of May-2021, the Company
has set up a 100 bed “Covid Isolation Centre” including
30 Oxygen Beds in Nalia, Tal. Abdasa, Kutch, Gujarat
in association with Shree Merchants Association, Nalia
to help the people suffering from Covid-19 from
neighboring areas of Kutch, GujaratNow, the citizens
from rural areas are able to avail of the quarantine
facility along with immediate treatment and nutrition
support in Nalia and need not to rush to Bhuj City.
Principle 6: Business should respect, protect, and make effort to restore the environment
1 Does the policy related to Principle 6 cover The company has a Policy on Environment which is
only the company or extends to the Group/ applicable to all operations of Sanghi Industries
Joint Ventures/ Suppliers/Contractors/ NGOs/ Limited.
others.
2 Does the Company have strategies / initiatives Yes, the Company is committed to reduce GHG
to address global environmental issues such emissions from its operations. Various initiatives
as climate change, global warming etc? Y/ implemented to reduce overall GHG emissions are
N. If yes, please give hyper-link for webpage given as under:
etc.
i. The company has conducted regular Carbon
footprint analysis to study the total GHG emissions
from Cement Manufacturing, Bulk terminals, RMC
units and HO and Regional Offices and identified
scope of improvement.
ii. Improvement in blended cement ratio by using
fly ash & slag and reducing clinker factor
iii. Continuous focus on use of alternative fuels for
reduction of traditional fuel such as coal.
iv. Continuous improvement on thermal & electrical
energy consumption.
v. Increasing logistics through sea routes
vi. Installation of waste Heat Recovery Plant for
utilization of waste heat.
Vii. Utilization of fly ash and bottom ash generated
from own thermal power plant in cement
grinding.
Viii. Rainwater harvesting and afforestation to
increase the green cover.
3 Does the Company identify and assess Yes, the company is developed a mechanism to
potential environmental risks? Y/N identify and assess environmental risks at plant as well
as corporate level and proper mitigation processes
are formulated
4 Does the Company have any project related The company has participated in CDM project in the
to Clean Development Mechanism (CDM)? year 2007 for installation of C2 string for energy
If so, provide details thereof, in about 50 words efficiency. This project was designed to accrue 18636
or so. Also, if Yes, whether any environmental Certified Emission Reduction for next 10 years. The
compliance report is filed? company had obtained Host Country Approval.
5 Has the company undertaken any other Yes. The company is focusing on clean technology,
initiatives on – clean technology, energy energy efficiency and renewable energy. 15 MW
efficiency, renewable energy, etc. Y/N. If yes, waste heat recovery system is installed at clinker plant.
please give hyperlink for web page etc. The company is monitoring its specific electrical and
thermal energy consumption and employs measures
for improving energy efficiency.
The company is also focusing on co-processing of
industrial waste of other industries as alternative fuel
& raw material. The alternative fuel is reducing coal
consumption & during 2020-21 approx 8 % TSR is
achieved at the unit.
6 Are the Emissions / Waste generated by the Yes. The company implemented various measures to
Company within the permissible limits given ensure complete compliance to the applicable
by CPCB / SPCB for the financial year being emission / waste standards.
reported?
7 Number of show cause / legal notices No show cause / legal notices received from CPCB /
received from CPCB / SPCB which are pending SPCB which are pending as on end of the financial
(i.e. not resolved to satisfaction) as on the end year.
of Financial Year.
1 Is your Company a member of any trade and The Company is a member of several industry
chambers of association? If yes, name only associations through which it interacts with its peers
those major ones that your business deals with. and discusses key issues in the products which it
manufactures. The major associations where the
Company is a member are:-
1. Confederation of Indian Industry (CII)
2. Federation of Indian Mineral Industries (FIMI)
3. Cement Manufacturers’ Association (CMA)
4. Gujarat Chamber of Commerce & Industry (GCCI)
5. Federation of Kutch Industries Association (FOKIA)
6. Gujarat Mineral Industry Association (GMIA)
2 Have you advocated / lobbied through Yes.
above associations for the advancement or
improvement of public good? Yes/ No; if yes We continue to work with Associations for advocating
specify the broad areas (drop box: good practices in the Industry, energy conservation,
Governance and Administration, Economic sustainable mining practices, use of alternative fuels,
Reforms, Inclusive Development Polices, Economic Reforms, and Policy interventions in
Energy Security, Water, Food Security, environment, climate change and sustainability.
Sustainable Business Principles, Others).
1. Does the company have specified The Company has focused on developing the social
programmes/initiatives/ projects in pursuit of infrastructure in the surrounding area where most
the policy related to Principle 8? If yes details villages suffered from chronic ills like limited livelihood
thereof. options, acute scarcity of water, poor or no healthcare
facilities, barren land and no set up for education.
The Company is undertaking various socio-economic
welfare activities relating to
- Rural Development
- Public Welfare & Charitable Work
- Health & Education
- Drinking Water Supply
- Conservation of Wild Life
- Protection of Environment
- Maintaining sanitation & hygiene
- Medical help to needy people
- Preventive health care and sanitation
The above programs / initiatives are aligned with CSR
Policy in line with Section 135 and Schedule-VII of the
Companies Act, 2013.
2 Are the programmes/projects undertaken The Company is undertaking the above mentioned
through inhouse team/own foundation / CSR activities either directly or through its registered
external NGO / government structures/any trust called “SARVODAYA TRUST”.
other organization?
3 Have you done any impact assessment of your All CSR activities are being monitored by the CSR
initiative? Committee. The assessment is done through discussions
among the Committee members/and CSR execution
team and other participants for further improvement.
4 What is the Company’s direct contribution to The Company has spent J 1.81 Crores on CSR activities
community development projects- Amount in during the year 2020-21 which includes animal welfare,
INR and details of the projects undertaken? education, health care & sanitation, Preventive health
care and sanitation etc.
5 Have you taken steps to ensure that this Company has developed monitoring mechanism for
community development initiative is ensuring implementation of the projects / programs/
successfully adopted by the community? activities proposed to be undertaken by the Company.
Please explain in 50 words, or so.
Our team members identify the needs of the nearby
community and supervise the programs which are
being implemented and whether they are benefiting
to them or not. The Company is always eager to
promote new initiatives for community development.
Principle 9: Business should engage with and provide value to their customers and
consumers in a responsible manner
Annexure – VII
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31st March, 2021
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company
(Management & Administration ) Rules, 2014.
i CIN L18209TG1985PLC005581
ii Registration Date 14/06/1985
iii Name of the Company Sanghi Industries Limited
iv Category/Sub-category of the Company Company Limited by shares / Indian Non
Government Company
v Address of the Registered office Sanghinagar P.O., Hayatnagar Mandal,
& contact details Ranga Reddy District, Telangana – 501 511.
Tel. No. 08415 – 242240 Fax No. 08415- 242239
vi Whether listed company Yes
vii Name, Address & contact details of the Sanghi Industries Limited,
Registrar & Transfer Agent, if any. Sanghinagar P.O., Hayatnagar Mandal,
(Note -1) Ranga Reddy District, Telangana – 501 511.
Tel. No. 08415 – 242240 Fax No. 08415- 242239
Note-1:- The Company has established In House electronic connectivity for Share Transfer Registery
Work with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL). All activities in relation to both Physical and electronic share transfer facility is maintained in
house by the company itself.
(iv) Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters & Holders of GDRs & ADRs)
Sl. For each of the Top 10 Shareholders Share holding at the Share holding at the
No. beginning of the Year end of the year
No. of % of No. of % of
Shares total shares Shares total shares
of the of the
company company
1 Nippon Life India Trustee Ltd.
A/C Nippon India Growth Fund 5919110 2.36 5588110 2.23
2 Navdurga Voyage Private Limited 4003368 1.59 4003368 1.59
3 Ashish Agarwal 2020943 0.81 2020943 0.81
4 Suresh Kumar Agarwal 2000000 0.80 2000000 0.80
5 Mukul Mahavir Agarwal 0 0.00 1500000 0.60
6 Vardhman Jain 0 0.00 1197735 0.48
7 KMS Constructions Private Limited 668181 0.27 668181 0.27
8 Aman Pai 0 0.00 619602 0.25
9 Aditya Vikram Agarwal (HUF) . 4000 0.00 500531 0.20
10 Mrugankumar Kiran Mehta 114193 0.05 445637 0.18
11 Franklin India Smaller Companies Fund 8639643 3.44 0 0.00
12 Reliance Capital Trustee Co. Ltd.
A/C Nippon India Multi Cap Fund 7539440 3.00 0
13 Government Pension Fund Global 7430034 2.96 0 0.00
14 Aditya Birla Sun Life Trustee Private Limited
A/C Aditya Birla Sun Life Pure Value Fund 3512460 1.40 0 0.00
15 Aditya Birla Sun Life Trustee Private Limited
A/C Aditya Birla Sun Life Small Cap Fund 3260308 1.30 0 0.00
16 Ashmore India Opportunities Fund 1377651 0.55 0 0.00
Sl. For Each of Director and Share holding at the Cumulative Share holding
No. Key Managerial personnel beginning of the Year during the year
No. of % of No. of % of
Shares total shares Shares total shares
of the of the
company company
10 Shri M K Doogar, Director
At the beginning of the year 0 0 0 0
Decrease / Increase in shareholder 0 0 0 0
At the end of the year 0 0 0 0
11 Shri S. Balasubramanian, Director
At the beginning of the year 0 0 0 0
Decrease / Increase in shareholder 0 0 0 0
At the end of the year 0 0 0 0
12 Smt. Raina Desai, Director
At the beginning of the year 0 0 0 0
Decrease / Increase in shareholder 0 0 0 0
At the end of the year 0 0 0 0
13 Shri Anil Agrawal, Company Secretary
At the beginning of the year 100 0.00 100 0.00
Decrease / Increase in shareholder 0 0 0 0.00
At the end of the year 100 0.00 100 0.00
* Ceased to be an Independent Director w.e.f. 03.07.2020
Note -1
** Due to Covid-19 pandemic and consequent Lockdown, Shri Ravi Sanghi, Chairman & Managing
Director, Shri Aditya Sanghi and Shri Alok Sanghi, Executive Directors have foregone their salary as a
whole from the month of April 2020 to June 2020 and 25% of their Salary from the month of July 2020
to September 2020.
Smt. Bina Engineer and Shri N B Gohil, Executive Directors have foregone their 30% Salary from the
month of April 2020 to June 2020 and 25% salary from the month of July 2020 to September 2020.
Further, In addition to details mentioned in Note-1 in above VI (A), Shri Anil Agarwal, Company Secretary
has foregone his 20% salary from the month of April 2020 to June 2020.
Shri Ravi Sanghi, Chairman and Managing Director and Smt. Bina Engineer, Whole Time Director & CFO are
also Key Managerial Personnel (KMP) of the company , their Remuneration are shown in above VI(A).
To,
The Members of
Sanghi Industries Limited
1. This certificate is issued in accordance with the terms of our engagement letter dated 9th July, 2020.
2. We have examined the compliance of conditions of Corporate Governance by Sanghi Industries
Limited (‘the Company’) for the year ended 31st March, 2021 as stipulated in regulations 17 to 27,
clause (b) to (i) of regulation 46 (2) and paragraphs C and D of Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the
Listing Regulations”), as amended.
Management’s Responsibility for compliance with the conditions of Listing Regulations
3. The compliance with the terms and conditions contained in the corporate governance is the responsibility
of the Management of the Company including the preparation and maintenance of all relevant
supporting records and documents. This responsibility includes the design, implementation and
maintenance of internal control and procedures to ensure the compliance with the conditions of
Corporate Guideline stipulated in the Listing Regulations
Auditor’s Responsibility
4. Our examination is limited to procedures and implementation thereof adopted by the Company for
ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company.
5. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable
assurance whether the Company has complied with the conditions of Corporate Governance as
stipulated in the Listing Regulations for the year ended 31st March, 2021.
6. We conducted our examination in accordance with the Guidance Note on Reports or Certificates for
Special Purposes (Revised 2016) (the ‘Guidance Note’) issued by the Institute of Chartered Accountants
of India (‘ICAI’). The Guidance Note requires that we comply with the ethical requirements of the
Code of Ethics issued by ICAI.
7. We have complied with the relevant applicable requirements of the Standard on Quality Control
(SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information,
and Other Assurance and Related Services Engagements.
Opinion
8. In our opinion, and to the best of our information and according to explanations given to us, we certify
that the Company has complied with the conditions of Corporate Governance as stipulated in the
above-mentioned Listing Regulations.
9. We state that such compliance is neither an assurance as to the future viability of the Company nor
the efficiency or effectiveness with which the management has conducted the affairs of the Company.
Sr. Key Audit Description of Key Audit Matter How Key Audit Matter was Addressed
No. Matter in our Audit
1. Property, Plant Property, plant and equipment Our audit procedures in relation to the
and Equipment requires the management to depreciable life of Property, Plant and
exercise significant judgment in Equipment included:
relation to the estimate of
Testing the key controls over the
depreciable lives of the assets
management’s judgment in relation to the
considering the technical factors
which may affect the useful life accounting estimates of the depreciable lives
of property, plant and equipment.
expectancy of the assets and
therefore could have a material Benchmarking the useful life of plant &
impact on the depreciation machinery by comparing the peers in the
expense for the year. cement industry.
The management reviews the Placing the reliance on the technical report of
estimated depreciable lives and Chartered Engineer for complexity involved in
the residual value of property, the residual value of plant & machinery
plant and equipment annually.
Review of the internal assessment done by
We focused on this matter the management and independent opinion
because of the complexity done by the management.
involved in determining the
Assessment of appropriateness of disclosures
residual value and useful life.
provided in the Financial Statements.
Information Other than the Financial Statements and Auditor’s Report thereon
The Company’s Board of Director is responsible for the preparation of the other information. The other
information comprises the information included in the Annual Report, but does not include the Financial
Statements and our auditors’ report thereon.
Our opinion on the Financial Statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the Financial Statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements
or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with
respect to the preparation of these Financial Statements that give a true and fair view of the Financial
Position, Financial Performance including Other Comprehensive Income, Changes in Equity and Cash Flows
of the Company in accordance with the accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies
(Indian Accounting Standards) Rules, 2015 , as amended.
This responsibility also includes maintenance of adequate accounting records in accordance with the provision
of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of the appropriate accounting policies; making judgements and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the Financial Statements that give
a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
75 34th Annual Report 2020-21
Sanghi Industries Limited
For Chaturvedi & Shah LLP, For S.K Mehta & Co,
Chartered Accountants Chartered Accountants
Firm’s Registration No: 101720W/W100355 Firm’s Registration No: 000478N
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL
STATEMENTS OF SANGHI INDUSTRIES LIMITED
(Referred to in paragraph 1 under the heading of “Report on other legal and regulatory requirements” section
of our report of even date)
i) a) The Company has maintained proper records showing full particulars including quantitative
details and situation of fixed assets (Property, Plant & Equipment).
b) The Company has a regular program for physical verification of its fixed assets (Property, Plant
& Equipment) by which its fixed assets (Property, Plant & Equipment) are verified in a phased
manner. In our opinion, this periodicity of physical verification is reasonable having regard to the
size of the Company and the nature of its fixed assets (Property, Plant & Equipment). However,
there were certain fixed assets (Property, Plant & Equipment) which were not verified during the
year as planned due to outbreak of COVID–19 pandemic. As represented by the management,
these will be covered for verification in the subsequent period. According to the information and
explanations given to us, no material discrepancies were noticed on verification of the fixed
assets (Property, Plant & Equipment).
c) As per the information and explanations provided to us, title deeds of immovable properties
included in property, plant and equipment are held in the name of the Company.
ii) The inventory has been physically verified by the management during the year. In our opinion, the
frequency of verification is reasonable. As informed, no material discrepancies were noticed on physical
verification carried out during the year.
iii) According to the information and explanations given to us, the Company has not granted any loans,
secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the
register maintained under Section 189 of the Act. Therefore, the requirement of reporting under clause
(iii) (a) to clause (iii) (c) of Paragraph 3 of the Order is not applicable to the Company.
iv) In our opinion and according to the information and explanations given to us, the Company has
complied with the provisions of Section 186 of the Companies Act, 2013 in respect of grant of loans,
making investments and providing guarantees and securities. The Company has not granted any loans
to any director or any person in whom director is interested as specified under Section 185 of the
Companies Act, 2013 and therefore reporting under clause (iv) of Paragraph 3 of the Order is not
applicable to the Company to that extent.
v) According to the information and explanations given to us, the Company has not accepted any
deposits within the meaning of provisions of sections 73 to 76 of the Act and the Companies (Acceptance
of Deposits) Rules, 2014 (as amended). Therefore, the reporting under clause (v) of Paragraph 3 of the
Order is not applicable to the Company.
vi) We have broadly reviewed the books of accounts maintained by the Company in respect of products
where the maintenance of cost records has been specified by the Central Government under sub-section
(I) of Section 148 of the Act and the rules framed there under and we are of opinion that prima facie, the
prescribed amounts and records have been made and maintained. We have not, however, made detailed
examination of the records with the view to determine whether they are accurate or complete.
vii) a) The company is generally regular in depositing with appropriate authorities undisputed statutory
dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Goods and
Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and Other Statutory Dues
applicable to it.
b) According to the information and explanations provided to us, no undisputed amount payable
in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Goods and
Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and Other Statutory Dues
were outstanding, at the year end, for a period of more than six months from the date they
became payable.
c) According to the information and explanation given to us, there are no dues of Income-tax,
Sales-tax, Goods and Service Tax, Service Tax, Duty of Customs, Duty of Excise and Value Added
Tax which have not been deposited with the appropriate authority on account of a dispute,
except for items as set out below:
Name of Statue Nature of Dues Amount Period to which Forum where dispute
(J in Crore) amount relates is pending
Central Excise Excise Duty 52.96 Various years Customs, Excise & service
Act, 1944 tax Appellate Tribunal
Service Tax The CENVAT Credit 4.77 Various years Customs, Excise & service
Finance Act, tax Appellate Tribunal
1994
Custom Act, Custom Duty 12.41 2005-10 Customs, Excise & service
1962 tax Appellate Tribunal
Sales Tax Sales Tax 1.76 Various years Joint Commissioner Appeal,
Rajkot
GST GST 2.68 2017-18 and Dy. Commissioner (Appeals)
Compensation 2018-19 of Gujarat GST and Gujarat
Cess High Court
viii) In our opinion and according to the information and explanations given to us, the Company has
not defaulted in repayment of loans or borrowings to financial institution, banks, governments or
dues to the debenture holders.
ix) In our opinion, and according to the information and explanations given to us, the money raised
by way of term loans and debt instruments have been applied for the purpose for which they
were obtained. The company has not raised any money by way of initial public offer or further
public offer s during the year.
x) Based upon the audit procedures performed for the purpose of reporting the true and fair view
of the Financial Statements and according to the information and explanations provided by the
management, we report that no fraud by the Company or no material fraud on the Company
by the officers and employees of the Company has been noticed or reported during the year.
xi) According to the information and explanations provided by the management, managerial
remuneration has been paid/provided in accordance with the requisite approvals mandated by
the provisions of section 197 read with Schedule V to the Act.
xii) In our opinion, the Company is not a nidhi company. Therefore, provisions of clause (xii) of Paragraph
3 of the Order are not applicable to the Company and hence not commented upon.
xiii) According to the information and explanations provided by the management, transactions with
the related parties are in compliance with Sections 177 and 188 of the Act where applicable
and the details have been disclosed in the financial statements, as required by the applicable
accounting standards.
xiv) According to the information and explanations provided to us, the Company has not made any
preferential allotment of shares or fully or partly converted debentures during the year.
xv) According to the information and explanations provided by the management, the Company
has not entered into any non-cash transaction with directors or persons connected with him as
referred to in Section 192 of Act.
xvi) According to the information and explanations provided to us, the provision of section 45-IA of
the Reserve Bank of India Act, 1934 are not applicable to the Company.
For Chaturvedi & Shah LLP, For S.K Mehta & Co,
Chartered Accountants Chartered Accountants
Firm’s Registration No: 101720W/W100355 Firm’s Registration No: 000478N
We have audited the internal financial controls with reference to the financial statements of Sanghi Industries
Limited (“the Company”) as of March 31, 2021 in conjunction with our audit of the Financial Statements of
the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based
on the internal control with reference to financial statements criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting (“Guidance Note”) issued by the Institute of Chartered Accountants of
India. These responsibilities include the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information, as required under the Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls with reference to
Financial Statement based on our audit. We conducted our audit in accordance with the Guidance Note
and the Standards on Auditing as specified under Section 143(10) of the Act, to the extent applicable to
an audit of internal financial control, both issued by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether adequate internal financial controls with reference
to Financial Statements was established and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system with reference to Financial Statements and their operating effectiveness. Our audit
of internal financial controls with reference to Financial Statements included obtaining an understanding of
internal financial controls with reference to Financial Statements, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the
risks of material misstatement of the Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the internal financial controls system with reference to Financial statements.
Meaning of Internal Financial Controls with reference to Financial Statements
A company's internal financial control with reference to Financial Statements is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial
Statements for external purposes in accordance with generally accepted accounting principles. A company's
internal financial control with reference to Financial Statements includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of Financial Statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the Company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company's assets that could have a material effect on the Financial Statements.
For Chaturvedi & Shah LLP, For S.K Mehta & Co,
Chartered Accountants Chartered Accountants
Firm’s Registration No: 101720W/W100355 Firm’s Registration No: 000478N
I. ASSETS
1 Non-current assets
( a ) Property, plant and equipment 2 1,652.08 1,706.20
(b) Capital work in progress 2 1,337.84 1,004.13
( c ) Deferred tax assets (net) 3 51.59 86.05
( d ) Other non current assets 4 8.25 19.68
Total non current assets 3,049.76 2,816.06
2 Current assets
( a ) Inventories 5 351.08 356.58
(b) Financial Assets
(i) Trade receivables 6 48.95 39.38
(ii) Cash and cash equivalents 7 1.15 2.28
(iii) Bank balances other than Cash and Cash Equivalent 8 31.89 51.64
( c ) Other current assets 9 121.27 138.32
Total current assets 554.34 588.21
TOTAL ASSETS 3,604.10 3,404.26
II. EQUITY AND LIABILITIES
1 Equity
( a ) Equity share capital 10 251.00 251.00
(b) Other Equity 11 1,542.74 1,464.36
Total Equity 1,793.74 1,715.36
2 Non-Current Liabilities
( a ) Financial Liabilities
(i) Borrowings 12 1,059.08 880.22
(ii) Other financial liabilities 13 77.26 56.82
(b) Provisions 14 37.00 37.19
Total non current liabilities 1,173.34 974.22
3 Current liabilities
( a ) Financial Liabilities
(i) Borrowings 12 283.53 258.56
(ii) Trade payables
( a ) Total outstanding dues of Micro and Small Enterprises 15 0.17 0.06
(b) Total outstanding dues of creditors other than Micro 15 137.62 131.18
and Small Enterprises
(iii) Other financial liabilities 16 118.78 255.47
(b) Deferred Revenue 17 10.76 6.74
( c ) Other current liabilities 18 40.68 22.70
( d ) Provisions 19 45.48 39.97
Total current liabilities 637.02 714.68
Total liabilities 1,810.36 1,688.90
TOTAL EQUITY AND LIABILITIES 3,604.10 3,404.26
Significant Accounting Policies 1
The accompanying notes 1 to 45 are an integral part of the Financial Statements
As per report of even date For and on behalf of the Board of Directors
For Chaturvedi & Shah LLP, For S. K. Mehta & Co, Ravi Sanghi - Chairman and Managing Director
Chartered Accountants Chartered Accountants Aditya Sanghi - Executive Director
FRN No. 101720W/W100355 FRN No. 000478N Alok Sanghi - Executive Director
Bina Engineer - Executive Director & CFO
Amit Chaturvedi Rohit Mehta N.B. Gohil - Executive Director
Partner Partner D.K. Kambale - Independent Director
M. No. 103141 M. No. 091382 Sadashiv Sawrikar - Independent Director
Place : Mumbai Place : New Delhi D.B.N. Rao - Independent Director
S. Balasubramanian - Independent Director
Place : Ahmedabad Raina Desai - Independent Director
Date : 10 th June, 2021 Anil Agrawal - Company Secretary
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2021
INR in crores
Notes For the For the
year ended year ended
31 March 2021 31 March 2020
Revenue
Sale of Products (Refer Note 38) 935.98 887.42
Other Operating Income 3.25 0.13
I. Revenue from Operations 939.23 887.55
II. Other income 20 8.94 12.46
III. Total Income (I+II) 948.17 900.01
IV. Expenses
Cost of materials consumed 21 57.15 95.87
Purchases of Stock in Trade 21 24.15 -
Changes in inventories of finished goods, work-in-progress and stock-in-trade 22 4.13 (24.13)
Power and fuel 227.67 216.26
Employee Benefits Expense 23 47.85 48.27
Selling Expenses 24 258.23 258.66
Finance costs 25 73.18 77.96
Depreciation and Amortization Expenses 26 63.70 62.08
Other Expenses 27 79.53 99.69
Total Expenses (IV) 835.59 834.66
V. Profit before Exceptional Items and Tax ( III – IV) 112.58 65.35
VI. Exceptional Items - -
VII. Profit before Tax ( V – VI ) 112.58 65.35
VIII. Tax expense:
1. Current Tax - -
2. Deferred tax (Including derecognition of MAT credit for earlier 34.39 -
years of J 27.53 crore) – Refer note No.44
IX. Profit for the year ( VII – VIII) 78.19 65.35
X. Other comprehensive income 28
A I) Items that will not be reclassified to profit or loss 0.26 (0.35)
II) Income tax related to items that will not be reclassified to profit or loss (0.07) -
B I) Items that will be reclassified to profit or loss - -
ii) Income tax related to items that will be reclassified to profit or loss - -
Total Other comprehensive income for the year 0.19 (0.35)
XI. Total comprehensive income for the year 78.38 65.00
XII. Earnings per equity share 29
1. Basic 3.12 2.60
2. Diluted 3.12 2.60
Significant Accounting Policies 1
The accompanying notes 1 to 45 are an integral part of the Financial Statements
As per report of even date For and on behalf of the Board of Directors
For Chaturvedi & Shah LLP, For S. K. Mehta & Co, Ravi Sanghi - Chairman and Managing Director
Chartered Accountants Chartered Accountants Aditya Sanghi - Executive Director
FRN No. 101720W/W100355 FRN No. 000478N Alok Sanghi - Executive Director
Bina Engineer - Executive Director & CFO
Amit Chaturvedi Rohit Mehta N.B. Gohil - Executive Director
Partner Partner D.K. Kambale - Independent Director
M. No. 103141 M. No. 091382 Sadashiv Sawrikar - Independent Director
Place : Mumbai Place : New Delhi D.B.N. Rao - Independent Director
S. Balasubramanian - Independent Director
Place : Ahmedabad Raina Desai - Independent Director
Date : 10th June, 2021 Anil Agrawal - Company Secretary
STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2021
(J in Crores)
31.3.2021 31.3.2020
As per report of even date For and on behalf of the Board of Directors
Ravi Sanghi - Chairman and Managing Director
For Chaturvedi & Shah LLP, For S. K. Mehta & Co,
Aditya Sanghi - Executive Director
Chartered Accountants Chartered Accountants Alok Sanghi - Executive Director
FRN No. 101720W/W100355 FRN No. 000478N Bina Engineer - Executive Director & CFO
Amit Chaturvedi Rohit Mehta N.B. Gohil - Executive Director
Partner Partner D.K. Kambale - Independent Director
M. No. 103141 M. No. 091382 Sadashiv Sawrikar - Independent Director
D.B.N. Rao - Independent Director
Place : Mumbai Place : New Delhi
S. Balasubramanian - Independent Director
Raina Desai - Independent Director
Place : Ahmedabad
Anil Agrawal - Company Secretary
Date : 10 th June, 2021
34th Annual Report 2020-21 84
Sanghi Industries Limited
STATEMENT OF CHANGES IN EQUITY (SOCIE) FOR THE YEAR ENDING 31 MARCH 2021
(INR in Crores)
B. OTHER EQUITY
Particulars Reserves & Surplus Total
Security Capital Debenture Retained
Premium redemption Redemption earnings
reserve reserve
Balance at 31 March, 2019 409.34 84.84 22.77 882.41 1,399.36
Additions:
Profit for the year - - - 65.35 65.35
Other comprehensive income for the year - - - (0.35) (0.35)
(Remeasurement of defined benefit plan)
Total - - - 65.00 65.00
Balance at 31 March, 2020 409.34 84.84 22.77 947.41 1,464.36
Additions:
Profit for the year - - - 78.19 78.19
Other comprehensive income for the year - - - 0.19 0.19
(Remeasurement of defined benefit plan)
Transfer from debenture redemption reserve - - - 22.77 22.77
Total - - - 101.15 101.15
Less:
Transfer to retained earnings - - (22.77) - (22.77)
Total - - (22.77) - (22.77)
Balance at 31 March, 2021 409.34 84.84 - 1,048.56 1,542.74
As per report of even date For and on behalf of the Board of Directors
For Chaturvedi & Shah LLP, For S. K. Mehta & Co, Ravi Sanghi - Chairman and Managing Director
Chartered Accountants Chartered Accountants Aditya Sanghi - Executive Director
FRN No. 101720W/W100355 FRN No. 000478N Alok Sanghi - Executive Director
Bina Engineer - Executive Director & CFO
Amit Chaturvedi Rohit Mehta N.B. Gohil - Executive Director
Partner Partner D.K. Kambale - Independent Director
M. No. 103141 M. No. 091382 Sadashiv Sawrikar - Independent Director
Place : Mumbai Place : New Delhi D.B.N. Rao - Independent Director
S. Balasubramanian - Independent Director
Place : Ahmedabad Raina Desai - Independent Director
Date : 10th June, 2021 Anil Agrawal - Company Secretary
The present value of the expected cost for the decommissioning of an asset after its use is
included in the cost of the respective asset if the recognition criteria for a provision are met.
Property, plant and equipment are eliminated from financial statement, either on disposal or
when retired from active use. Profit/Losses arising in the case of retirement of property, plant and
equipment are recognised in the statement of profit and loss in the year of occurrence.
Depreciation
Depreciation is calculated to allocate the cost of assets, net of their residual values, over their
estimated useful lives. Components having value significant to the total cost of the asset and life
different from that of the main asset are depreciated over its useful life. Depreciation on Property,
Plant and Equipment is provided on straight line method as per useful life and residual value as
provided in Schedule II of the Companies Act, 2013, except in case of plant and machinery where
useful life has been changed from 25 years to 30 years and residual value from 5% to 10% based on
technical report received from Chartered Engineer w.e.f. January 01, 2019 and as approved by the
management. Cement manufacturing plant is considered as continuous process plant.
Depreciation on items of property, plant and equipment acquired / disposed off during the year
is provided on pro-rata basis with reference to the date of addition / disposal. Cost of lease-hold
land is amortized equally over the period of lease.
Leasehold improvement is depreciated over the period of lease.
The residual values, useful lives and methods of depreciation of property, plant and equipment
are reviewed at each financial year end and adjusted prospectively, if appropriate.
e) Leases
Effective 1 April 2019, the Company adopted IndAS116 “Leases” and applied to all lease contracts
existing on 1 April 2019 using the modified retrospective transition method. Consequently, the lease
liability is measured at the present value of remaining lease payments discounted at incremental
borrowing rate applicable at the date of initial application and the right of use asset has been
recognized at an amount equal to lease liability. Comparatives as at and for the year ended 31
March2019 have not been adjusted and therefore will continue to be reported as per Ind AS.
The Company assesses whether a contract contains a lease, at inception of a contract. A
contract is, or contains, a lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration. To assess whether a contract
conveys the right to control the use of an identified asset, the Company assesses whether: (1)
the contact involves the use of an identified asset (2) the Company has substantially all of the
economic benefits from use of the asset through the period of the lease and (3) the Company
has the right to direct the use of the asset.
Company recognizes a right-of-use asset and a corresponding lease liability for all lease
arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-
term leases) and leases for low value underlying assets. For these short-term and leases for low
value underlying assets, the Company recognizes the lease payments as an operating expense
on a straight-line basis over the term of the lease.
The right-of-use assets are initially recognized at cost, which comprises the initial amount of the
lease liability adjusted for any lease payments made at or prior to the commencement date of
the lease plus any initial direct costs less any lease incentives. They are subsequently measured
at cost less accumulated depreciation/ amortization and impairment losses.
Right-of-use assets are depreciated/ amortized from the commencement date to the end of the
useful life of the underlying asset, if the lease transfers ownership of the underlying asset by the
end of lease term or if the cost of right of use assets reflects that the purchase option will be
exercised. Otherwise, Right-of-use assets are depreciated / amortized from the commencement
date on a straight-line basis over the shorter of the lease term and useful life of the underlying
asset.
The lease liability is initially measured at amortized cost at the present value of the future lease
payments. The lease payments are discounted using the interest rate implicit in the lease or, if
not readily determinable, using the incremental borrowing rate.
f) Impairment of asset
Carrying amount of Property, Plant and Equipment are tested for impairment whenever events
or changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of
disposal and value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. In determining fair value less costs of disposal, recent market
transactions are taken into account. If no such transactions can be identified, an appropriate
valuation model is used.
Non-financial assets are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable
The Company assesses, at each reporting date, whether there is an indication that an asset may
be impaired.
g) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying
asset that necessarily takes a substantial period of time to get ready for its intended use or sale
are capitalised as part of the cost of the asset. Borrowing costs consist of interest and other costs
that a company incurs in connection with the borrowing of funds.
For general borrowing used for the purpose of obtaining a qualifying asset, the amount of
borrowing costs eligible for capitalization is determined by applying a capitalization rate to the
expenditures on that asset. The capitalization rate is the weighted average of the borrowing
costs that are outstanding during the period, other than borrowings made specifically for the
purpose of obtaining a qualifying asset.
All other borrowing costs are expensed in the period in which they occur.
h) Financial instruments
a. Financial assets
Financial assets are measured as at amortised cost, contractual revenue receivables and
lease receivables.
Derecognition
A Financial Asset is primarily derecognized when:
i. The rights to receive cash flows from asset has expired, or
ii. The Company has transferred its right to receive cash flows from the asset or has
assumed an obligation to pay the received cash flows in full without material delay
to a third party under a “pass-through” arrangement; and either
a) The Company has transferred substantially all the risks and rewards of the asset,
or
b) The Company has neither transferred nor retained substantially all the risks and
rewards of the asset, but has transferred control of the asset.
b. Financial liabilities
Initial recognition and measurement
The company’s financial liabilities include trade and other payables, loans and borrowings
including bank overdrafts. The same is recognized at fair value.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for
trading and financial liabilities designated upon initial recognition as at fair value through
profit or loss.
techniques. Actuarial gains and loss in respect of post-employment and other long-term benefits
are charged to the statement of other comprehensive income.
m) Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-
term deposits with an original maturity of three months or less, which are subject to insignificant
risk of change in value.
n) Provisions, Contingent liabilities and Commitments
Contingent liability is disclosed in the case of such events where it is not probable that an
outflow of resources will be required to settle the obligation arising out of such event. Provisions,
contingent liabilities and commitments are reviewed at each balance sheet date.
o) Earnings per share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable
to equity shareholders by the weighted average number of equity shares outstanding during the
period.
Diluted EPS amounts are calculated by dividing the profit or loss attributable to equity holders
by the weighted average number of Equity shares outstanding during the year plus the weighted
average number of Equity shares that would be issued on conversion of all the dilutive potential
Equity shares into Equity shares.
p) Use of estimates and judgments
The presentation of the financial statements are in conformity with the Ind AS which requires the
management to make estimates, judgments and assumptions that affect the reported amounts
of assets and liabilities, revenues and expenses and disclosure of contingent liabilities. Such
estimates and assumptions are based on management's evaluation of relevant facts and
circumstances as on the date of financial statements. The actual outcome may differ from these
estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
the accounting estimates are recognised in the period in which the estimates are revised and
in any future periods affected.
q) Statement of cash flows
Cash flow are reported using the indirect method, whereby net profit or loss before tax is
adjusted for the effects of transactions of a non-cash nature, any deferrals of accruals of past
or future operating cash receipts or payments and item of income or expenses associated with
investing or financing cash flows. The cash flows from operating, investing and finance activities
of the Company are segregated.
r) Current and non-current classification
The Company presents assets and liabilities in the balance sheet based on current/ non-current
classification. An asset is treated as current when it is:
1. Expected to be realised or intended to be sold or consumed in normal operating cycle;
2. Held primarily for the purpose of trading;
3. Expected to be realised within twelve months after the reporting period, or
4. Cash or cash equivalent unless restricted from being exchanged or used to settle a liability
for at least twelve months after the reporting period
All other assets are classified as non-current.
A liability is current when:
1. It is expected to be settled in normal operating cycle;
2. It is held primarily for the purpose of trading;
3. It is due to be settled within twelve months after the reporting period, or
4. There is no unconditional right to defer the settlement of the liability for at least twelve
months after the reporting period
Foot notes :
1. It includes INR 91.73 Crore Borrowing cost capitalised during FY 2020-21 ( FY 2019-20 INR 54.14 Crore)
2. Refer Note 12 regarding information for Assets Hypothication/ Pledged for Borrowings
3. Refer Note 32 regarding Capital Commitment for Property, Plant & Equipment
4. Refer Note 41 regarding accounting of leases
TOTAL 3,314.48 862.27 133.72 4,043.04 1,272.60 62.08 1.98 1,332.70 2,710.34 2,041.88
Foot notes :
1. It includes INR 54.14 Crore Borrowing cost capitalised during FY 2019-20 ( FY 2018-19 INR 32.29 Crore)
2. Refer Note 12 regarding information for Assets Hypothication/ Pledged for Borrowings.
3. Refer Note 32 regarding Capital Commitment for Property, Plant & Equipment.
4. Refer Note 41 regarding accounting of leases
Particulars As at As at
31 Mar 21 31 Mar 20
Deferred tax Assets ( DTA )
Unabsorbed depreciation 121.59 182.00
Others 122.66 150.20
Total Deferred tax Assets ( DTA ) 244.25 332.20
Deferred tax Liabilities ( DTL )
Difference between Tax Depreciation & Book Depreciation (192.66) (271.73)
Deferred tax Liabilities ( DTL ) (192.66) (271.73)
Net deferred tax Assets 51.59 60.47
Less: Deferred Tax Assets not recognized considering matter of prudence - 1.95
A. Net deferred tax Assets 51.59 58.52
B. Mat Credit Entitlement - 27.53
Total Deferred tax Assets ( A + B) 51.59 86.05
INR in crores
Particulars As at As at
31 Mar 21 31 Mar 20
Note - 4
Other Non Current assets:
Unsecured, considered good
Capital Advances 5.66 13.62
Advance Income tax/TDS/TCS 2.59 6.06
Total 8.25 19.68
Note - 5
Inventories:
Raw Materials 7.59 2.64
Fuel Stock 57.64 59.41
Work-in-progress 0.42 0.47
Finished goods 41.51 45.59
Stores, spares and components (including packing material) 243.92 248.47
Total 351.08 356.58
INR in crores
Particulars As at As at
31 Mar 21 31 Mar 20
Note - 6
Trade Receivables:
Unsecured, Considered Good
From related parties - -
From others 49.47 39.38
Less : Allowance for Expected Credit Loss (0.52) -
48.95 39.38
Note - 7
Cash and Cash Equivalent:
Balances with banks
In current accounts 0.99 1.50
Cash in hand 0.16 0.78
Total 1.15 2.28
Note - 8
Bank balances other than Cash and Cash Equivalent:
Margin money * 29.89 30.05
Fixed deposits having original maturity more than 3 months but less than 2.00 21.59
12 months
Total 31.89 51.64
* Margin Money represents security deposited against borrowings /
Non funded exposures from banks / financial institutions
Note - 9
Other Current assets:
Unsecured, Considered Good
Advances to employees 0.15 0.39
Advance to suppliers and contractors 30.23 44.77
Deposit with Government Department (Refer note – 32) 46.11 46.18
Others 44.78 46.98
Total 121.27 138.32
INR in crores
Note - 10 - Share Capital:
Particulars As at 31 Mar 2021 As at 31 Mar 2020
No. of Amount No. of Amount
shares shares
Note (a) : The Reconciliation of Number of Shares outstanding at the beginning and at the end of the year
Particulars As at 31 Mar 2021 As at 31 Mar 2020
No. of Amount No. of Amount
shares shares
Balance at the beginning of the reporting period Balance 251,000,000 251.00 251,000,000 251.00
Changes in equity share capital during the year. - - - -
Balance at the end of the reporting period 251,000,000 251.00 251,000,000 251.00
Notes :
A. Terms, Rights and restrictions attached to equirty shares
The Company has one class of equity shares having par value of INR 10 per share. Each member is eligible for one
vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets
of the Company after distribution of all preferential amount, in proportion to their shareholding.
INR in crores
Note - 11 - Other Equity
Particulars As at As at
31 Mar 21 31 Mar 20
Security Premium
Opening Balance as per last accounts 409.34 409.34
Addition during the year - -
Utilised during the year - -
Closing Balance 409.34 409.34
Capital Redemption Reserve
Opening Balance as per last accounts 84.84 84.84
Addition during the year - -
Closing Balance 84.84 84.84
Debenture Redemption Reserve
Opening Balance as per last accounts 22.77 22.77
Addition during the year - -
Transferred to retained earnings (22.77) -
Closing Balance 0.00 22.77
Retained Earnings
Opening Balance as per last accounts 947.41 882.41
Total Comprehensive Income for the year 78.38 65.00
Transferred from Debenture Redemption Reserve 22.77 -
Closing Balance 1,048.56 947.41
Total Other Equity 1,542.74 1,464.36
Description of Reserve
Security Premium
Security Premium is used to record the premium on the issue of shares / securities. This amount is utlised in
accordance with the provisions of the Companies Act, 2013.
Capital Redemption Reserve
In accordance with applicable provisions of the Companies Act, 2013 read with the rules, Company has
created Capital Redemption Reserve for capital redeemed by the company and the same will be utilised
in accordance with the provisions of the Companies Act, 2013.
Debenture Redemption Reserve
Ministry of Corporate Affairs has notified Companies (Share Capital and Debentures) Amendment Rules,
2019 on 16 August 2019. As per the amendment, Debenture Redemption Reserve (DRR) is not required to
be created in case of listed companies. Accordingly, the Company has not created any Debenture
Redemption Reserve from financial year 2019-20 onwards. Further, the outstanding balance of Debenture
Redemption Reserve created upto 31 March 2019 has been transferred to retained earnings on account of
redemption of debentures.
INR in crores
Note - 12 - Financial Liabilities : Borrowings:
Particulars As at 31st March, 21 As at 31st March, 20
Non-Current Current Non-Current Current
INR in crores
Particulars As at As at
31 Mar 21 31 Mar 20
Note - 13
Other financial liabilities:
Security Deposits from Customers and Contractors/Transporters 58.85 45.29
Lease obligations 18.41 11.53
Total 77.26 56.82
Note - 14
Long term provisions:
Employee benefits
Gratuity 5.59 5.30
Leave encashment 1.70 1.73
Sick Leave 0.35 -
Other provisions
Asset retirement obligation 0.08 0.08
Mines restoration 0.20 0.19
District Mineral Fund 0.11 0.11
National Mineral Exploration Trust 0.42 0.42
Electricity Duty 28.55 29.35
Total 37.00 37.19
Movement of provisions during the year as required by Indian Accounting
Standard (Ind AS) 37 “ Provisions, Contingent Liabilities and Contingent Assets
Provision for asset retirement obligation
Opening Balance 0.08 0.08
Add: Provision during the year 0.00 0.00
Less: Utilisation during the year
Closing Balance 0.08 0.08
Provision for Mines Restoration Expenses
Opening Balance 0.19 0.18
Add: Provision during the year 0.01 0.01
Less: Utilisation during the year 0.00 0.00
Closing Balance 0.20 0.19
Provision for District Mineral Fund
Opening Balance 0.11 0.11
Add: Provision during the year 0.00 0.00
Less: Utilisation during the year 0.00 0.00
Closing Balance 0.11 0.11
Provision for National Mineral Exploration Trust
Opening Balance 0.42 0.42
Add: Provision during the year 0.00 0.00
Less: Utilisation during the year 0.00 0.00
Closing Balance 0.42 0.42
Provision for Electricity Duty
Opening Balance 29.35 30.95
Add: Provision during the year - 0.00
Less: paid during the year 0.80 1.60
Closing Balance 28.55 29.35
INR in crores
Particulars As at As at
31 Mar 21 31 Mar 20
Note - 15
Current financial liabilities : Trade payables
(a) Dues of Micro and Small Enterprises* 0.17 0.06
(b) Dues of creditors other than Micro and Small Enterprises 137.62 131.18
Total 137.79 131.24
* No interest has been paid/payable by the Company to the suppliers under the
Micro, Small and Medium Enterprises Development Act 2006. The said information
is based on the records maintained by the Company of its suppliers.
Note - 16
Current financial liabilities : Others
Current maturities of Long Term borrowings 52.46 117.11
Interest accrued but not due on borrowings 2.02 5.00
Other payables:
Salary payable 8.67 9.39
Other Employee Related liabilities 2.84 3.50
Payable for capital goods 21.85 80.18
Lease obligations 1.58 1.05
Other financial liabilities* 29.36 39.24
Total 118.78 255.47
* Other Financial Liability includes purchase invoice discounting of J 12.36 Cr.
(previous year J 14.25 Cr).
Note - 17
Deferred Revenue:
Deferred Revenue 10.76 6.74
Total 10.76 6.74
Note - 18
Current liabilities : Others
Advance received from Customers 19.45 16.75
Statutory dues 21.20 5.75
Other Payables 0.03 0.21
Total 40.68 22.70
Note - 19
Current provisions:
Employee benefits
Gratuity 1.33 1.22
Leave Encashment 0.40 0.40
Sick Leave 0.07 -
Other provisions
Provision for Expenses 43.68 38.35
Total 45.48 39.97
INR in crores
Particulars For the For the
year ended year ended
31 Mar 21 31 Mar 20
Note - 20
Other Income:
Interest income 2.41 7.20
Other non-operating income (net) 6.53 5.26
Total Other income 8.94 12.46
Note - 21
Cost of Materials consumed:
Opening stock 2.64 5.10
Add: Purchases 62.10 93.41
Less: Closing stock (7.59) (2.64)
Total of cost of material consumed 57.15 95.87
Purchases of Stock in Trade 24.15 0.00
24.15 0.00
Details of Material consumed
Lime Stone 21.60 18.72
Fly Ash 15.83 12.84
Gypsum 0.01 3.86
Clinker consumed 5.94 33.98
Raw Material for Ready Mix Concrete 0.82 8.28
Other Raw materials 12.95 18.19
Total 57.15 95.87
Note - 22
Changes in inventories of finished goods, work-in-progress and stock-in-trade:
Closing Stock:
Finished goods 41.51 45.59
Work-in-progress 0.42 0.47
41.93 46.06
Less: Opening Stock :
Finished goods 45.59 21.74
Work-in-progress 0.47 0.19
46.06 21.93
Net decrease / (increase) of finished goods, work-in- progress and
stock-in-trade 4.13 (24.13)
Note - 23
Employee benefit expense:
Salaries & Wages and Bonus 46.07 46.38
Contribution to Provident Fund & Other Benefits 0.81 0.88
Staff Welfare Expenses 0.97 1.01
Total of employee benefit expense 47.85 48.27
INR in crores
Particulars For the For the
year ended year ended
31 Mar 21 31 Mar 20
Note - 24
Selling expenses:
Freight outward 231.73 231.05
Stevedoring expenses 13.80 12.78
Sales and promotion expenses 12.70 14.83
Total of selling expenses 258.23 258.66
Note - 25
Finance costs:
Interest on Borrowings 64.71 70.32
Other borrowing cost 8.47 7.64
Total of finance Costs 73.18 77.96
Note - 26
Depreciation & Amortisation Expenses:
Depreciation & Amortisation Expenses 63.70 62.08
Total of Depreciation & Amortisation expenses 63.70 62.08
Note - 27
Other Expenses:
Manufacturing expenses
Consumption of packing material 22.23 21.90
Consumption of stores and spares 10.54 14.11
Other manufacturing expenses 7.63 7.69
Other operating expenses
Repairs to plant and machinery 10.74 20.73
Repairs to building 1.27 1.28
Advertisement 2.72 4.86
Audit fees1 0.36 0.34
Insurance 2.88 3.83
Foreign exchange loss (net) (0.03) 4.25
Loss on sale of property,plant & equipment (net) 3.13 -
Corporate social Responsibility expenses 2 1.81 1.45
Other operating administrative expenses 16.25 19.23
Total of other expenses 79.53 99.69
1. Payment to Statutory Auditors as:
Payment for Statutory Audit 0.30 0.30
Payment for Limited review 0.06 0.03
Payment for Other Services 0 0.03
0.36 0.36
2. Corporate Social Responsibilities Expenses
a ) Gross amount required to be spent by the Company during the year
INR 1.41 Cr (31 March,20 : 1.39 Cr) based on average net profit of last
three years as per Section 198 of the Companies Act, 2013.
b ) Amount spent during the year in cash on purposes other than
construction/acquisition of any asset is INR 1.81 Cr (31 March, 20 :
1.45 Cr) towards animal welfare, green belt development, village
education, Covid – 19 and others.
INR in crores
Particulars For the For the
year ended year ended
31 Mar 21 31 Mar 20
Note - 28
Statement of other comprehensive income:
(i) Items that will not be reclassified to profit or loss
Remeasurement of defined benefit plan 0.26 (0.35)
Total 0.26 (0.35)
(II) Income tax related to items that will not be reclassified to profit
or loss
Remeasurement of defined benefit plan (0.07) -
Total (0.07) -
Net Comprehensive income 0.19 (0.35)
Note - 29
Earnings per share:
Basic and Diluted EPS amounts are calculated by dividing the profit for
the year attributable to equity holders by the weighted average number
of Equity shares outstanding during the year.
The following reflects the profit and number of shares used in the basic
and diluted EPS computations:
Profit attributable to equity holders ( INR in crores) 78.19 65.35
Weighted average number of equity shares used for computing EPS (Basic) 251,000,000 251,000,000
Weighted average number of equity shares used for computing EPS (Diluted) 251,000,000 251,000,000
Earnings per share ( Basic) - INR 3.12 2.60
Earnings per share ( Diluted ) - INR 3.12 2.60
NR in crores
31 March 20 Contractual cash flows
Carrying Total Less than 1-2 2-5 More than
amount 12 months years years 5 years
Financial liabilities
Borrowings (Refer note – 12) 1,138.78 1,138.78 256.81 207.24 387.62 287.11
Trade payables (Refer note – 15) 131.24 131.24 131.24 0.00 0.00 0.00
Others (Refer note - 13 and 16)* 312.28 312.28 255.47 1.18 46.78 8.86
Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupee against US dollars at March
31 would have affected the measurement of financial instruments denominated in US dollars and
affected equity by the amounts shown below. This analysis assumes that all other variables, in
particular interest rates, remain constant and ignores any impact of forecast sales and purchases.
viii. Interest rate sensitivity The following table demonstrates the sensitivity to a reasonably possible
change in interest rates on financial assets effected.
Capital Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for is INR
39.92 Crore Net of advances (31 March 2020 is INR 185.93 Crore Net of advances).
Bank Guarantee outstanding Rs 12.86 Crore (31 March 2020 Rs 11.38 Crore) and Margin against Bank
Guarantee Rs 11.21 Crore (31 March 2020 Rs 10.92 Crore)
Particulars Details
Revenue Non Current
Assets
Within India
31 March, 2021 922.88 3,049.76
31 March, 2020 885.07 2,816.06
Outside India
31 March, 2021 25.29 -
31 March, 2020 14.94 -
Total
31 March, 2021 948.17 3,049.76
31 March, 2020 900.01 2,816.06
Domestic revenue includes INR 0.31 Crore self consumption (31 March 2020 : INR 0.31 Crore)
(c) Information about major customers
None of the entity’s external customers account for 10 per cent or more of an entity’s revenue.
(PY - Nil)
II. Unfunded
i. Gratuity
ii. Leave encashment benefit
III. Defined Benefit Plan
The present value of obligation is determined based on actuarial valuation using the Projected Unit
Credit Method, which recognises each period of service to build up the final obligation. The obligation
for leave encashment is recognised in the same manner as for gratuity.
INR in crores
Description Gratuity Leave encashment
31 Mar 21 31 Mar 20 31 Mar 21 31 Mar 20
1. Reconciliation of opening and closing balances
of Defined Benefit obligation
a . Obligation as at the beginning of the year 6.52 5.98 2.13 1.94
b . Current Service Cost 0.68 0.64 0.41 0.38
c . Past Service cost
d . Interest Cost 0.45 0.47 0.15 0.15
e. Actuarial (Gain)/Loss (0.26) 0.35 (0.30) 0.20
f. Benefits Paid (0.46) (0.92) (0.29) (0.54)
g . Obligation as at the end of the year 6.93 6.52 2.10 2.13
2. Reconciliation of fair value of assets and obligation
a . Fair Value of Plan Assets as at the end of the year 0.00 0.00 0.00 0.00
b . Present Value of Obligation as at the end of the year 6.93 6.52 2.10 2.13
c . Amount recognised in the Balance Sheet (6.93) (6.52) (2.10) (2.13)
3. Expense recognised during the year in Statement
of Profit & Loss
a . Current Service Cost 0.68 0.64 0.41 0.38
b . Acturial (gain)/loss 0.00 0.00 (0.30) 0.20
c . Interest Cost 0.45 0.47 0.15 0.15
d . Expense recognised during the year 1.13 1.11 0.26 0.73
4. Expense recognised during the year in OCI
a . Actuarial (Gain)/Loss (0.26) 0.35 - -
5. Actuarial Assumptions
a . Discount Rate (per annum) 6.86% 6.83% 6.83% 6.83%
b . Salary escalation 3.00% 3.00% 3.00% 3.00%
c . Mortality Rate Indian Assured Lives Mortality
(Mortality 2006-2008 ult) Ultimate Ultimate Ultimate Ultimate
INR in crores
Particulars 31 Mar 20
Increase Decrease
Gratuity Gratuity
Note - 37:
Balance of trade receivables, trade payables, advances and deposits are subject to confirmation and
reconciliation, if any.
Note- 38:
Disclosures as required under Ind-As 115 – Revenue from Contracts with Customers.
(i) Bifurcation of toal revenue from contracts with customer as per Ind As 115 is given below:
Revenue from contracts with customers INR 935.98 crore
- Recognised from contract liability of the previous year INR 16.75 crore
- contract liability outstanding as at year end INR 19.59 crore
- Recognised from the performance obligation satisifed in current year INR 6.74 crore
- Recognised from the contracts entered in current year INR 932.08 crore
(ii) Performance Obligation pending at year end for which revenue is to be recognised in next financial
year is INR 10.76 crore.
(iii) The company clasify the right to receive consideration as trade receivables.
(iv) Sale of goods to customers are made at fixed rate.
Principal amount due to supplier under the MSMED Act and remaining
unpaid as at year end. 0.17 0.06
Interest due to suppliers registered under the MSMED Act and remaining
unpaid as at year end - -
Principal amount paid to suppliers registered under the MSMED Act,
beyond the appointed day during the year - -
Interest paid , other than under Section 16 of MSMED Act, to suppliers
registered under the MSMED Act,beyond the appointed day during the year - -
Interest paid under Section 16 of MSMED Act, to suppliers registered under
the MSMED Act,beyond the appointed day during the year - -
Interest due and payable towards suppliers registered under MSMED Act,
for payment already made. - -
Further interest remaining due and payable for earlier years - -
There is no principal and interest overdue to Micro and Small enterprises. During the year no interest has been
paid to such parties. This information has been determined to the extent such parties have been identified
on the basis of information available with the Company.
(iv) The following are the amounts disclosed in the cash flow statement:
Particulars As at 31 As at 31
March 2021 March 2020
Note - 44:
In pursuance to Section 115BAA of the Income Tax Act, 1961 announced by Government of India through
Taxation Laws (Amendment) Bill, 2019, the company has an irrevocable option of shifting to a lower tax rate
along with consequent reduction in certain tax incentives including lapse of the accumulated MAT Credit.
The company has opted for this option after evaluating the same and made suitable derecognition of MAT
Credit of J 27.53 crore and as recongnised current tax and deferred tax liability for the year based on above
provisions.
Note- 45:
The Indian Parliament has approved the Code on Social Security 2020 (“the Code“) which, inter-alia, deals with
employee benefits during employment and post-employment. Effective date of the code and rules thereunder
are yet to be notified. In view of this, the impact of change, if any, will be assessed and recognised post
notification of the relevant provisions.
Note - 46:
Corresponding figures of previous year have been regrouped / rearranged wherever necessary.
As per report of even date For and on behalf of the Board of Directors
For Chaturvedi & Shah LLP, For S. K. Mehta & Co, Ravi Sanghi - Chairman and Managing Director
Chartered Accountants Chartered Accountants Aditya Sanghi - Executive Director
FRN No. 101720W/W100355 FRN No. 000478N Alok Sanghi - Executive Director
Bina Engineer - Executive Director & CFO
Amit Chaturvedi Rohit Mehta N.B. Gohil - Executive Director
Partner Partner D.K. Kambale - Independent Director
M. No. 103141 M. No. 091382 Sadashiv Sawrikar - Independent Director
Place : Mumbai Place : New Delhi D.B.N. Rao - Independent Director
S. Balasubramanian - Independent Director
Place : Ahmedabad Raina Desai - Independent Director
Date : 10 th June, 2021 Anil Agrawal - Company Secretary